As filed with the Securities and Exchange Commission on May 31, 1994
Registration No. 33-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
________________________
Delaware 13-2857434
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
________________________
One Computer Associates Plaza 11788-7000
Islandia, New York
(Address of principal executive offices) (Zip Code)
________________________
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
________________________
PETER SCHWARTZ, Senior Vice President - Chief Financial Officer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
One Computer Associates Plaza, Islandia, New York 11788-7000
(Name and address of agent for service)
(516) 342-5224
(Telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
==========================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Unit(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, $.10 par 100,000 shs $37.125 $3,712,500.00 $1,281.00
value per share, together
with the associated right
to purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
===========================================================================
<FN>
(1) Rights are attached to and trade with the Registrant's Common Stock and
are issued for no additional consideration. The value attributable to
such Rights, if any, is reflected in the market price of the Common
Stock. No additional registration fee is required.
<FN>
(2) Estimated solely for the purposes of determining the amount of the
registration fee in accordance with Rule 457(g) on the basis of the
price at which stock of the same class sold on the New York Stock
Exchange on May 25, 1994.
</TABLE>
<PAGE> 2
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for its fiscal
year ended March 31, 1994 filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Registrant document referred to
in (a) above; and
(c) The description of the Registrant's common stock, par value
$.10 per share outlined in the Registrant's registration statement on Form
8-A filed under the Exchange Act, which in turn incorporates by reference the
description in the Registrant's Registration Statement on Form S-1
(Registration No. 2-74618) filed under the Securities Act of 1933, as
amended, including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Gary E. Martinelli, a director of Registrant, is the principal
officer and director and sole shareholder of Gary E. Martinelli & Associates,
P.C., a law firm which represents the Registrant and which rendered the
opinion as to the legality of the Registrant's common stock to be issued
pursuant hereto. In fiscal year 1994, legal fees in the aggregate
amount of approximately $99,000 were paid by Registrant to Gary E. Martinelli
& Associates, P.C. Mr. Martinelli is the beneficial owner of 24,400 shares
of Registrant's Common Stock.
<PAGE> 3
<PAGE>
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation
Law, Article NINTH of the Registrant's Restated Certificate of Incorporation,
as amended, provides:
"The Corporation shall to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware, as the same may
be amended and supplemented, indemnify any and all persons who
it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may
be entitled under any By-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such person."
The Registrant's Restated Certificate of Incorporation, as
amended, also limits the personal liability of directors for monetary damages
in certain instances and eliminates director liability for monetary damages
arising from any breach of the director's duty of care.
The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the Registrant's Restated Certificate of Incorporation, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibits Index attached hereto.
<PAGE> 4<PAGE>
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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the 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 this 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 the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.
<PAGE> 5
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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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, thereto duly authorized, in the Town of Islip, County of
Suffolk and State of New York on the 31st day of May, 1994.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By Peter Schwartz
--------------------------------------------
Peter Schwartz
Senior Vice President-Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Charles B. Wang and Peter Schwartz,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
<PAGE> 6
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
Name Title Date
_Charles B. Wang________ Chairman of the Board May 31, 1994
(Charles B. Wang) (Principal Executive Officer)
_Peter Schwartz_________ Senior Vice President-Chief May 31, 1994
(Peter Schwartz) Financial Officer (Principal
Financial and Accounting Officer)
_Russell M. Artzt_______ Director May 31, 1994
(Russell M. Artzt)
_Willem F. P. de Vogel__ Director May 31, 1994
(Willem F. P. de Vogel)
_Irving Goldstein_______ Director May 31, 1994
(Irving Goldstein)
_Richard A. Grasso______ Director May 31, 1994
(Richard A. Grasso)
_Sanjay Kumar___________ Director May 31, 1994
(Sanjay Kumar)
_Edward C. Lord_________ Director May 31, 1994
(Edward C. Lord)
_Gary E. Martinelli_____ Director May 31, 1994
(Gary E. Martinelli)<PAGE>
<PAGE> E-1
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibits to
Exhibit Number Description This Report
<S> <C> <C>
5 Opinion of Gary E. Martinelli & Exhibit A
Associates, P.C. as to the legality
of the shares being offered
23 Consents of Experts and Counsel Exhibit B
23.1 Consent of Ernst & Young
23.2 Consent of Gary E. Martinelli & Filed as
Associates, P.C. (contained in its Exhibit A
opinion in Exhibit 5) hereto
99 Additional Exhibits
99.1 Computer Associates International, Inc. Exhibit C
1993 Stock Option Plan for Non-Employee
Directors (the "Directors Plan")
99.2 Amendment No. 1 to the Directors Plan Exhibit D
99.3 Form of Stock Option Agreement Exhibit E
evidencing stock options granted
under the Directors Plan
</TABLE>
Exhibit 5.
May 31, 1994
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, NY 11788-7000
Gentlemen:
We have acted as your counsel in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed under the Securities Act of
1933, as amended, in connection with up to 100,000 shares of your
Common Stock, together with associated rights, issuable pursuant
to stock options to be granted pursuant to the Computer
Associates International, Inc. 1993 Stock Option Plan for Non-
Employee Directors. As such counsel, we have examined your
Restated Certificate of Incorporation, your By-Laws as amended to
date, the Plans and such other corporate documents, minutes and
records as we have deemed appropriate.
Based upon the foregoing, it is our opinion that the 100,000
shares issuable pursuant to options outstanding or to be granted
under the Plans, will be, upon issuance thereof in accordance
with the Plans, duly authorized, validly issued, and fully paid
and nonassessable.
We hereby consent to the reference to us in the Registration
Statement under the caption "Legal Opinion" and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
GARY E. MARTINELLI & ASSOCIATES, P.C.
By_____Gary E. Martinelli______________________
Gary E. Martinelli
GEM/sg
E-1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 for an aggregate 100,000 shares
of Common Stock, $.10 par value) pertaining to the Computer Associates
International, Inc. 1993 Stock Option Plan for Non-Employee Directors,
of our report dated May 26, 1994, with respect to the consolidated financial
statements and schedules of Computer Associates International,
Inc. and subsidiaries included in its Annual Report (Form 10-K)
for the year ended March 31, 1994, filed with the Securities and
Exchange Commission.
Ernst + Young
New York, New York
May 31, 1994
EXHIBIT C
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933
________________________
COMPUTER ASSOCIATES INTERNATIONAL, INC.
________________________
MEMORANDUM TO PARTICIPANTS
IN THE
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
________________________
May 31, 1994
________________________
Introduction.
On May 12, 1993, the Company's Board of Directors adopted the 1993
Stock Option Plan for Non-Employee Directors (the "1993 Plan") covering one
hundred thousand (100,000) shares of the Company's Common Stock. The 1993
Plan was approved by the Company's stockholders at the Company's Annual
Meeting of Stockholders held on August 11, 1993. On October 20, 1993, the
Board of Directors approved Amendment No. 1 to the 1993 Plan permitting the
transfer of options to family members of optionees or to trustees of trusts
for such family members. The Amendment did not require stockholder approval.
Under the 1993 Plan, each non-employee director of the Company is
automatically granted on the day immediately following the date of each
year's annual meeting of stockholders an option to purchase a number of
shares of the Company's Common Stock that is dependent on the Company's
return on equity for the preceding fiscal year of the Company. The exercise
price for such options is the fair market value of the Company's Common Stock
at the time the option is granted. Following fiscal years in which the
Company achieves a twenty (20%) percent or greater return on equity, each
non-employee director is granted an option to purchase two thousand (2,000)
shares. Following fiscal years in which the Company achieves a fifteen (15%)
percent or greater (but less than twenty (20%) percent) return on equity,
each non-employee director is granted an option to purchase one thousand
(1,000) shares. No options are granted following fiscal years in which
return on equity is less than fifteen (15%) percent.
<PAGE>
OPTION TERMS.
EXERCISE PRICE.
Each option granted under the 1993 Plan is represented by a written
option agreement containing terms consistent with the 1993 Plan. The option
exercise price for an option granted under the 1993 Plan is the "fair market
value" of the shares of Common Stock covered by the option on the date the
option is granted. For purposes of the 1993 Plan, "fair market value" is the
closing price at which the Common Stock was sold on such date as reported in
the New York Stock Exchange Composite Transactions or, if no Common Stock was
traded on such date, on the next preceding date on which the Common Stock was
traded.
VESTING.
Each option shall become 100% vested and exercisable upon the first
anniversary date of its grant.
NOTICE OF EXERCISE.
Generally, each option may be exercised in whole or in part on the first
anniversary date of its grant and from time to time thereafter by giving
written notice, signed by the person exercising the option, stating the
number of shares with respect to which the option is being exercised,
accompanied by payment in full, which payment may be (a) in cash or by check,
or (b) in shares of Common Stock already owned.
HOLDING PERIOD.
Shares of Common Stock obtained upon the exercise of any option granted
under the 1993 Plan may not be sold by persons subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until one
year after the date the option was granted.
PLAN ADMINISTRATION.
The 1993 Plan will be administered by the Compensation Committee of the
Board of Directors.
TERM OF OPTION.
Each option expires ten (10) years from the date of the granting
thereof, but is subject to earlier termination as follows:
<PAGE>
(a) In the event of the death of an optionee during the optionee's service
as a Director, the options granted to the optionee shall be exercisable,
and such options shall expire unless exercised, within twelve (12)
months after the date of the optionee's death, by the legal
representative of the estate of such optionee, by any person or persons
whom the optionee shall have designated in writing on forms prescribed
by and filed with the Company, or if no such designation has been made,
by the person or persons to whom the optionee's rights have passed by
will or the laws of descent and distribution.
(b) In the event an optionee shall cease to be a director as a result of
resignation, declining to stand for re-election or removal without
cause, each unexercised option held by such optionee shall automatically
terminate ninety (90) days after the optionee ceases being a director;
provided, however, in the event an optionee ceases being a director
because the optionee was removed for cause, all options granted
hereunder shall terminate immediately. In the event an optionee is
permanently disabled at the time he ceases to be a director and such
optionee was not removed for cause, the ninety (90) day period referred
to above shall be extended to twelve (12) months.
TRANSFERABILITY.
Options granted under the 1993 Plan and the rights and privileges
conferred thereby are not subject to execution, attachment or similar process
and may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or the
applicable laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act, as
amended, or the rules thereunder. Notwithstanding the foregoing, options may
be transferred by an optionee to members of his immediate family, or to one
or more trusts for the benefit of family members, or partnerships in which
family members are the only partners if (a) the optionee does not receive
consideration for the transfer, (b) written notice of the proposed transfer
and the details thereof is furnished to the Compensation Committee, and (c)
the stock option agreement with respect to the options being transferred
(including any amendment thereof) expressly permits such transfer.
TERMINATION AND AMENDMENT.
The 1993 Plan shall continue in effect until it is terminated by action
of the Company's Board of Directors or stockholders. The Board of Directors
<PAGE>
may amend, terminate or suspend the 1993 Plan at any time, in its sole and
absolute discretion; provided, however, that no amendment may be made more
than once every six (6) months that would change the amount, price, timing
or vesting of the options, other than to comport with changes in the Internal
Revenue Code of 1986, as amended (the "Code"), or the Employee Retirement
Income Security Act, as amended or the rules and regulations promulgated
thereunder; and provided, further, that if required to qualify the 1993 Plan
under Rule 16b-3 under the Exchange Act, no amendment that would
(a) materially increase the number of shares that may be issued under the
1993 Plan,
(b) materially modify the requirements as to eligibility for participation
in the 1993 Plan, or
(c) otherwise materially increase the benefits accruing to participants
under the 1993 Plan
shall be made without the approval of the Company's stockholders.
COMPLIANCE WITH RULE 16b-3.
Except as set forth below, it is the intention of the Company that the
1993 Plan comply in all respects with Rule 16b-3 promulgated under Section
16(b) of the Exchange Act and that 1993 Plan participants remain
disinterested persons for purposes of administering other employee benefit
plans of the Company and having such other plans be exempt from Section 16(b)
of the Exchange Act. Therefore, if any 1993 Plan provision is later found
not to be in compliance with Rule 16b-3 or if any 1993 Plan provision would
disqualify 1993 Plan participants from remaining disinterested persons, that
provision shall be deemed null and void, and in all events the 1993 Plan
shall be construed in favor of its meeting the requirements of
Rule 16b-3.
Options which are transferred to an optionee's family member(s) or to
a trustee(s) of a trust(s) for the benefit of family members or to a
partnership consisting of family members are not exempt under Rule 16b-3.
FEDERAL INCOME TAX CONSEQUENCES.
Options granted under the 1993 Plan may be received without recognizing
taxable income. Upon exercise of such options, however, the exercising
director recognizes ordinary income pursuant to Section 83 of the Code. The
<PAGE>
amount of income recognized is the difference between the fair market value
of the stock received at the date of exercise by the director and the price
paid for that stock pursuant to the option. The Company is entitled to a
deduction equal to the amount of income which the director must recognize.
Any gain realized by the director upon a subsequent sale or exchange of the
stock so acquired may be treated as a capital gain.
EXHIBIT D
AMENDMENT NO. 1
TO THE
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The Computer Associates International, Inc. 1993 Stock Option Plan for
Non-Employee Directors is hereby amended by deleting the first two sentences
of Section 6 thereof and by inserting, in lieu thereof, the following:
"Except as provided in this paragraph, options may not be
transferred other than by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.
Notwithstanding the foregoing, any presently outstanding options, or
options granted in the future, may be transferred by the optionholder
to members of his or her immediate family, or to one or more trusts
for the benefit of such family members, or partnerships in which such
family members are the only partners, provided that any such transfer
shall be permitted only if: (1) the optionholder does not receive any
consideration for such transfer, (2) written notice of such proposed
transfer and the details thereof shall have been furnished to the
Committee, and (3) the stock option agreement with respect to the
options being transferred (including any amendments thereof) which
shall have been approved by the Committee, expressly permits such
transfer. Any options transferred to such immediate family members,
trusts or partnership will continue to be subject to the same terms and
conditions that were applicable to such options immediately prior to
their transfer. Any transfer in violation of this paragraph shall be
void and of no effect. As used herein, the term "family member" shall
mean the optionee's spouse, children and grandchildren.
In Witness Whereof, the undersigned has executed this Amendment as of
the 20th day of October, 1993.
Peter Schwartz
------------------------------------------
Peter Schwartz, Senior Vice President and
Chief Financial Officer
EXHIBIT E
COMPUTER ASSOCIATES INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Under the terms and conditions of the 1993 Stock Option Plan for
Non-Employee Directors (the "Plan") of Computer Associates International,
Inc. (the "Company"), the terms of which are incorporated in this Agreement
by reference, the Company grants to ________________ (the "Optionee") the
option to purchase _______ shares of the Company's Common Stock, par value
$.10 per share, at the price of $______ per share,
subject to adjustment as provided in the Plan.
This option shall be for a term commencing on this date and ending May
11, 2003, unless this Option is terminated sooner by reason of your ceasing
to be a Director, as provided in Section 4 in the Plan.
Upon the expiration of twelve (12) months from the date hereof, this
option shall be exercisable by the Optionee at any time during the term
hereof.
This option is a non-statutory stock option and is not governed by
Section 422 of the Internal Revenue Code of 1986, as amended.
Granted the ______ day of _______, 19___.
COMPUTER ASSOCIATES
INTERNATIONAL, INC.
By________________________________________
________________, Member, Compensation
Committee of the Board of Directors
CONFIRMED:
Peter Schwartz
- ---------------------------------------
Peter Schwartz, Senior Vice President-Finance
and Chief Financial Officer
