As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-
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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
incorporation or organization) Identification No.)
________________________
One Computer Associates Plaza 11788-7000
Islandia, New York (Zip Code)
(Address of principal executive offices)
________________________
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1991 STOCK INCENTIVE PLAN
(Full title of the plan)
________________________
PETER A. 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
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<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 15,000,000 $53.375 $800,625,000 $160,125
value per share,together shares
with the associated right
to purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
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<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
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 November 15, 1995.
<PAGE>2
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the
Computer Associates International, Inc. 1991 Stock Incentive Plan
to increase the number of shares of common stock authorized to be
issued thereunder from 15,000,000 to 30,000,000. The contents of
the Registrant's Registration Statement on Form S-8 (Registration
No. 33-53572) (the "Prior Registration Statement") are hereby
incorporated by reference. The Items below contain information
required in this Registration Statement that was not included in
the Prior Registration Statement.
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, 1995, 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 (the "Securities
Act").
Item 5. Interests of Named Experts and Counsel.
Steven M. Woghin, who rendered the opinion as to the
legality of the Registrant's common stock to be issued pursuant
hereto, is employed by the Registrant as Senior Vice President and
General Counsel. Mr. Woghin is the beneficial owner of 75 shares,
and of options to purchase 3,075 shares, of Registrant's common
stock.
Item 8. Exhibits.
See the Exhibits Index attached hereto.
<PAGE>3
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of 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, 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 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, 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
<PAGE> 4
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling person 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.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of
Islip, County of Suffolk and State of New York on the 17th day of
November, 1995.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/Peter A. Schwartz
------------------------
Peter A. 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 A. 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 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
<PAGE> 6
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:
</TABLE>
<TABLE>
<CAPTION>
Name Title Date
- ------------------- ----------------------- ---------------
<S> <C> <C>
/s/Charles B. Wang Chairman of the Board November 17, 1995
(Charles B. Wang) (Principal Executive Officer)
/s/Peter A. Schwartz Senior Vice President-Chief November 17, 1995
(Peter A. Schwartz) Financial Officer (Principal
Financial and Accounting
Officer)
/s/Russel M. Artzt Director November 17, 1995
(Russell M. Artzt)
/s/Willem F.P. de Vogel Director November 17, 1995
(Willem F.P. de Vogel)
/s/Irving Goldstein Director November 17, 1995
(Irving Goldstein)
/s/Richard A. Grasso Director November 17, 1995
(Richard A. Grasso)
/s/Shirley Strum Kenny Director November 17, 1995
(Shirley Strum Kenny)
/s/Sanjay Kumar Director November 17, 1995
(Sanjay Kumar)
/s/Edward C. Lord Director November 17, 1995
(Edward C. Lord)
</TABLE>
<PAGE> 7
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibits to
Exhibit Number Description This Report
- -------------- ----------- -----------
<S> <C> <C>
4 Computer Associates International, Inc.
1991 Stock Incentive Plan (incorporated
by reference to Exhibit A to the
Registrant's definitive proxy statement
dated July 11, 1991 and to Exhibit 4(i)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
March 31, 1994)
5 Opinion of Steven M. Woghin, Esq. Exhibit A
as to the legality of the shares
being offered
23 Consents of Experts and Counsel Exhibit B
23.1 Consent of Ernst & Young LLP
23.2 Consent of Steven M. Woghin, Esq. Filed as
(contained Exhibit A
in his opinion in Exhibit 5) hereto
</TABLE>
Exhibit 5
November 17, 1995
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11788-7000
Gentlemen:
I 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 15,000,000 of your Common Stock, together with
associated rights, issuable pursuant to stock options to be granted
pursuant to an amendment to the Computer Associates International,
Inc. 1991 Stock Incentive Plan (the "Plan"). As such counsel, I have
examined your Restated Certificate of Incorporation, your By-Laws as
amended to date, the Plan and such other corporate documents, minutes
and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 15,000,000
shares issuable pursuant to options to be granted under the Plan will
be, upon issuance thereof in accordance with the Plan, duly
authorized, validly issued, and fully paid and nonassessable.
I hereby consent to the reference to me 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,
/s/Steven M. Woghin
-----------------------
Steven M. Woghin
Senior Vice President and
General Counsel
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 for an aggregate 15,000,000 shares of Common Stock,
$.10 par value) pertaining to the Computer Associates International,
Inc. 1991 Stock Incentive Plan, of our report dated May 26, 1995, 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, 1995, filed with
the Securities and Exchange Commission.
Ernst + Young LLP
New York, New York
November 17, 1995
