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
incorporation or organization) Identification No.)
--------------------------
One Computer Associates
Islandia, New York 11788-7000
(Address of principal executive offices) (Zip Code)
--------------------------
CHEYENNE SOFTWARE, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN
CHEYENNE SOFTWARE, INC. 1992 STOCK OPTION PLAN FOR OUTSIDE 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
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit Price Fee
- ------------------- ------------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,$.10 par 25,077 shares $ 37.512 $ 940,688 $ 285.06
value per share, 16,718 shares $ 27.755 $ 464,008 $ 140.61
together with the 49,540 shares $ 46.932 $2,325,011 $ 704.55
associated right to 33,436 shares $ 52.735 $1,763,247 $ 534.31
purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
TOTAL: 124,771 shares $1,664.53
<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.
</TABLE>
<PAGE> 2
This Registration Statement covers shares of common stock of
Computer Associates International, Inc. issuable upon exercise of
certain options to purchase common stock of Computer Associates
International, Inc. held by certain former directors of Cheyenne
Software, Inc. all of the outstanding shares of which were acquired by a
wholly owned subsidiary of Computer Associates International, Inc.
pursuant to the terms of the Agreement and Plan of Merger dated as of
October 7, 1996 by and among Computer Associates International, Inc.,
its wholly-owned subsidiary and Cheyenne Software, Inc. (the "Merger
Agreement") The Options to purchase common stock of Cheyenne Software,
Inc. had been granted to the directors of Cheyenne Software, Inc.
pursuant to the Cheyenne 1987 Non-Qualified Stock Option Plan and the
Cheyenne 1992 Stock Option Plan for Outside Directors. The Merger
Agreement provided that all outstanding options to purchase shares of
common stock of Cheyenne would be converted into options to purchase
shares of common stock of Computer Associates, Inc. pursuant to a
formula set forth in the Merger Agreement. The Merger Agreement also
provides that Computer Associates International, Inc. would cause the
shares issuable upon exercise of such options to be registered with the
Securities and Exchange Commission within 90 days after the merger of
the Computer Associates International, Inc. merger subsidiary into
Cheyenne Software, Inc., which occurred on December 2, 1996.
PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee
Plan Annual Information
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, 1996, 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
<PAGE> 3
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 4. Description of Securities.
Not Applicable.
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 168 shares, and of options to
purchase 4,590 shares, of Registrant's common stock.
Item 6. Indemnification of Directors and Officers
As permitted by Section of 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
<PAGE> 4
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.
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.
<PAGE> 5
(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 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> 6
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 30th day of December, 1996.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/ 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 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.
<PAGE> 7
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
/s/ Charles B. Wang
- ----------------------- Chairman of the Board December 30, 1996
(Charles B. Wang) (Principal Executive
Officer)
/s/ Peter Schwartz
- ----------------------- Senior Vice President - December 30, 1996
(Peter Schwartz) Chief Financial Officer
(Principal Financial and
Accounting Officer)
- ----------------------- Director
(Russell M. Artzt)
- ----------------------- Director
(William F.P. de Vogel)
/s/ Irving Goldstein Director December 31, 1996
- -----------------------
(Irving Goldstein)
/s/ Richard A. Grasso Director December 30, 1996
- -----------------------
(Richard A. Grasso)
- ----------------------- Director
(Shirley Strum Kenny)
/s/ Sanjay Kumar Director December 30, 1996
- -----------------------
(Sanjay Kumar)
<PAGE> 8
INDEX TO EXHIBITS
Exhibit Exhibits to
Number Description This Report
4.1 Cheyenne Software, Inc. 1987 Non-Qualified Exhibit A
Stock Option Plan
4.2 Cheyenne Software, Inc. 1992 Stock Option Exhibit B
Plan for Outside Directors
4.3 Agreement and Plan of Merger dated as of
October 7, 1996 by and among Computer
Associates International, Inc.,
Tse-Tsehese-staestse, Inc. incorporated by
reference to Exhibit 11(c)(1) to Registrant's
Schedule 14D-1 filed October 11, 1996
5 Opinion of Steven M. Woghin, Esq. as to the Exhibit C
legality of the shares being offered
23.1 Consent of Ernst & Young LLP Exhibit D
23.2 Consent of Steven M. Woghin, Esq. Filed as Exhibit
(contained in his opinion in Exhibit 5) C hereto
Exhibit 4.1 (a)
EXHIBIT A
CHEYENNE SOFTWARE, INC.
1987 Non-Qualified stock Option Plan
Originally Adopted August 17, 1987
Adopted by the Board of Directors,
As Amended and Restated, on September 12, 1994
1. Purpose. The purpose of the Cheyenne Software, Inc. 1987 Non-
Qualified Stock Option Plan (the "Plan") as hereinafter set forth, is to
enable Cheyenne Software, Inc. ("CSI"), a Delaware corporation, and its
affiliated companies (hereinafter referred to, individually and/or
collectively, as the "Corporation") to attract, retain, and reward key
managerial employees and consultants, by offering them an opportunity to
have a greater proprietary interest in and closer identity with the
Corporation and with its financial success. O[Options granted under the
Plan are not intended to be qualified stock options under Internal
Revenue Code 422A. Proceeds of cash or property received by the
Corporation from the sale of Common Stock of CSI pursuant to options
granted under the Plan will be used for general corporate purposes.
2. Administration.
(a) The plan shall be administered by the Board of Directors
(the "Board") of CSI, or a committee (the "Committee") appointed by the
Board. The Committee shall be composed of not fewer than two (2)
directors, all of the members of such Board, if such Board acts as
administrator of the Plan, or Committee shall be disinterested persons,
as defined by the provisions of subparagraph 2(b). The Committee may
have responsibilities in addition to the administration of the Plan.
<PAGE> 2
The Executive or Compensation Committee may be designated as the
Committee which administers the Plan. Subject to the express provisions
of the Plan, the Committee may interpret the Plan, prescribe, amend and
rescind rules and regulations relating to it, determine the terms and
provisions of respective participants' agreements (which need not be
identical) and make such other determinations as it deems necessary or
advisable for the administration of the Plan. The decisions of the
Committee on matters within their jurisdiction under the Plan shall be
conclusive and binding. No member of the Board or the Committee shall
be liable for any action taken or determination made in good faith.
(b) The term "disinterested person" as used in this Plan, shall
mean an administrator of the Plan who has not at any time within one
year prior to his/her service as an administrator of the Plan received,
and who will not during the term of his/her service receive, a
discretionary grant or award of a stock option or stock appreciation
rights under this Plan, or any other plan or practice of CSI or any of
its affiliates. Any such person shall otherwise comply with the
requirements of Rule 16b-3 promulgated under the Securities Act of 1934,
as amended, as from time to time in effect.
3. Eligibility. Options may be granted under this Plan only to key
managerial employees of the Corporation or its affiliates and to
consultants to the Corporation. The Committee shall determine, within
the limits of the express provisions of the Plan, those key managerial
employees and consultants to whom, and the time or times at which,
options shall be granted. The Committee shall also determine the number
of shares to be subject to each option, the duration of each option, the
exercise price (option price) under each option, the time or times
<PAGE> 3
within which (during the term of the option) all or portions of each
option may be exercised, and whether cash, Common Stock, or other
property may be accepted in full or partial payment upon exercise of a
stock option. In making such determinations, the Committee may take
into account the nature of the services rendered by the employee or
consultant, his/her present and potential contributions to the
Corporation's success and such other factors as the Committee in its
discretion shall deem relevant.
4. Common Stock. Options may be granted for a number of shares not
to exceed, in the aggregate, 4,237,500 shares of Common stock, $0.01 par
value, of CSI except as such number of shares shall be adjusted in
accordance with the provisions of Section 6 hereof. Such shares may be
either authorized by unissued shares or reacquired shares or other
treasury shares. In the event that any option granted under the Plan
expires unexercised, or is surrendered by a participant for
cancellation, or is terminated or ceases to be exercisable for any other
reason without having been fully exercised prior to the end of the
period during which options may be granted under the Plan, the shares
theretofore subject to such option, or to the unexercised portion
thereof, shall again become available for new options to be granted
under the Plan to any eligible employee or consultant (including the
holder of such former option) at an option price determined in
accordance with Section 5(a) hereof, which price may then be greater or
less than the option price of such former option.
5. Required Terms and Conditions of Options. The option granted
under the Plan shall be in such form and upon such terms and conditions
as the Committee shall from time to time determine subject to the
provisions of the Plan, including the following:
<PAGE> 4
(a) Option Price. The option price of each option to purchase
Common Stock shall be at either 100% of the fair market value of the
Common Stock subject to such option at the time such option is granted,
or at such value to be determined in accordance with procedures
established by the Committee; provided that the option price shall in no
event be less than the par value of the Common Stock subject to such
option.
(b) Maximum Term. No option shall be exercisable after the
expiration of seven years from the date it is granted.
(c) Installment Exercise Limitations. At the discretion of the
Committee, options may become exercisable in such number of cumulative
annual installments as the Committee may establish.
(d) Termination of Option. In the event an optionee shall
cease to be employed by the Corporation for any reason other than death,
the optionee shall have the right, subject to the provisions of Sections
5(b) and 6 hereof, to exercise his option at any time within three
months after such cessation of employment, but only as to such number of
shares as to which his option was exercisable at the date of such
cessation of employment. Notwithstanding the provisions of the
preceding sentence, (i) if cessation of employment occurs by reason of
the disability (within the meaning of Section 105(d)(4) of the Internal
Revenue Code), such three month period shall be extended to six months;
and (ii) if employment is terminated at the request of the Corporation
for substantial cause, the participant's right to exercise his option
shall terminate at the time notice of termination of employment is given
by the Corporation to such optionee. For purposes of this provision,
substantial cause shall include: (i) the commission of a criminal act
<PAGE> 5
against, or in derogation of the interest of the Corporation, (ii)
divulging confidential information about the Corporation to the public;
(iii) interference with the relationship between the Corporation and any
supplier, client, customer or similar person; or (iv) the performance of
any similar action that the Committee, in its sole discretion, may deem
to be sufficiently injurious to the interest of the Corporation to
constitute substantial cause for termination. If a participant dies
while in the employ of the Corporation or its subsidiaries or within
three months after cessation of such employment, his estate, personal
representative or the person that acquires his option by bequest or
inheritance or by reason of his death shall have the right, subject to
the provisions of Section 5(b) and 6 hereof, to exercise his option at
any time within six months from the date of his death, but only as to
the number of shares as to which his option was exercisable on the date
of his death. In any such event, unless so exercised within the period
as aforesaid, the option shall terminate at the expiration of said
period. The time of cessation of employment and whether an authorized
leave of absence or absence on military or government service shall
constitute cessation of employment, for the purpose of the Plan, shall
be determined by the Committee.
(e) Method of Exercise. Options may be exercised by giving
written notice to the Treasurer of CSI, stating the number of shares of
Common Stock with respect to which the option is being exercised and
tendering payment therefor. Payment for Common Stock, whether in cash
or other shares of Common stock shall be made in full at the time that
an option, or any part thereof, is exercised. Notwithstanding the
foregoing, payment for Common Stock may not be made with other shares of
Common Stock acquired through previous exercise of a stock option under
<PAGE> 6
this Plan if such Common Stock has not been held by the participant at
least six months from date of exercise.
6. Adjustments.
(a) The aggregate of shares of Common Stock with respect to
which options may be granted hereunder and the number of shares of
Common Stock subject to each outstanding option, may all be
appropriately adjusted, as the Committee may determine, for any increase
or decrease in the number of shares of issued Common Stock of CSI
resulting from a subdivision or consolidation of shares whether through
reorganization, payment of a share dividend or other increase or
decrease in the number of such shares outstanding effected without
receipt of consideration by CSI; provided, however, that no adjustment
in the number of shares with respect to which options may be granted
under the Plan or in the number of shares subject to outstanding options
shall be made except in the event, and then only to the extent, that
such adjustment, together with all respective prior adjustments which
were not made as a result of this provision, involves a net change of
more than ten percent (i) from the number of shares of Common Stock with
respect to which options may be granted under the Plan or (ii) with
respect to each outstanding option, from the respective number of shares
of Common Stock subject thereto on the date of grant thereof.
(b) Subject to any required action by the stockholders, if CSI
shall be a party to a transaction involving a sale of substantially all
its assets, a merger or a consolidation, any option granted hereunder
<PAGE> 7
shall pertain to and apply to the securities to which a holder of the
number of shares of Common Stock subject to the option would have been
entitled if he actually owned the stock subject to the option
immediately prior to the time any such transaction became effective;
provided, however, that all unexercised options under the Plan may be
canceled by CSI as of the effective date of any such transaction, by
giving notice to the holders thereof of its intention to do so and by
permitting the exercise, during the 30-day period preceding the
effective date of such transaction of all partly or wholly unexercised
options in full (without regard to installment exercise limitations).
(c) In the case of dissolution of CSI, every option outstanding
hereunder shall terminate; provided, however that each option holder
shall have 30 days' prior written notice of such event, during which
time he shall have a right to exercise his partly or wholly unexercised
option (without regard to installment exercise limitations).
(d) On the basis of information known to CSI, the Committee
shall make all determinations under this Section 6, including whether a
transaction involves a sale of substantially all CSI's assets; and all
such determinations shall be conclusive and binding.
7. Option Agreements. Each optionee shall agree to such terms and
conditions in connection with the exercise of an option, including
restrictions on the disposition of the Common Stock acquired upon the
exercise thereof, as the Committee may deem appropriate. Option
agreements need not be identical. The certificates evidencing the
shares of Common Stock acquired upon exercise of an option may bear a
legend referring to the terms and conditions contained in the respective
option agreement and the Plan, and CSI may place a stop transfer order
with its transfer agent against the transfer of such shares.
<PAGE> 8
8. Certain Legal and Other Requirements.
(a) The obligation of the Corporation to sell and deliver
Common Stock under options granted under the Plan shall be subject to
all applicable laws, regulations, rules and approvals, including, but
not by way of limitation, the effectiveness of a registration statement
under the Securities Act of 1933, or any state securities laws, if
deemed necessary or appropriate by the Board, of the Common Stock
reserved for issuance upon exercise of options. Nothing herein shall be
construed to obligate the Corporation to effect any such registration or
qualification. The certificates evidencing the Common Stock issued upon
exercise of options may be legended to indicate a lack of such
registration or qualification. The Corporation may require any
optionee, as a condition of exercising his option, or at anytime
thereafter, to represent in writing that he is acquiring (or has
acquired) the Common Stock for his own account and not with a view to
distribution; notwithstanding standing the foregoing, the Corporation's
failure or refusal to request and/or obtain such representation shall
not be construed as a waiver of any provision hereof.
(b) A participant shall have no rights as a stockholder with
respect to any shares covered by an option granted to, or exercised by,
him until the date of delivery of a stock certificate to him for such
shares. No adjustment other than pursuant to Section 6 hereof shall be
made for dividends or other rights for which the record date is prior to
the date such stock certificate is delivered.
<PAGE> 9
9. Non-transferability. During the lifetime of an optionee, any
option granted to him shall be exercisable only by him or by his
guardian or legal representative. No option shall be assignable or
transferable, except by will or by laws of descent and distribution.
The granting of an option shall impose no obligation upon the employee
to exercise such option or right.
10. No Contract of Employment. Neither the adoption of this Plan
nor the grant of any option shall be deemed to obligate the Corporation
to continue the employment of any optionee for any particular period, or
to continue to retain any consultant, nor shall the granting of an
option constitute a request or consent to postpone the retirement date
of any employee.
11. Indemnification of Committee. In addition to such other rights
of indemnification as they may have as Directors or as members of the
Committee, the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any
action, suit or proceeding (or in connection with any appeal therein) to
which they or any of them may be a party by reason of any action taken
or failure to act under or in connection with the Plan or any option
granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in satisfaction of
a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for gross negligence or
<PAGE> 10
misconduct in the performance of his duties; provided that within 60
days after institution of any such action, suit or proceeding, a
Committee member shall, in writing, offer the Corporation the
opportunity, at its own expense, to handle and defend the same.
12. Termination and Amendment of Plan. No options shall be
granted under the Plan more than ten years after the date the Plan was
adopted. The Board, acting by a majority of its members, exclusive of
Board members who are eligible to receive options, without further
action on the part of the stockholders, may from time to time alter,
amend or suspend the Plan or any option granted hereunder or may at any
time terminate the Plan; provided, however, that the Board may not (i)
change the total number of shares of Common Stock available for options
under the Plan, except as provided in Section 6 hereof, (ii) extend the
duration of the Plan, (iii) increase the maximum term of options, (iv)
decrease the minimum option price or otherwise materially increase the
benefits accruing to participants under the Plan, or (v) materially
modify the eligibility requirements of the Plan; and provided further,
that no such action shall materially and adversely affect any
outstanding options without the consent of the respective optionees.
13. Effective Date.
(a) The Plan shall become effective upon adoption by the
Board; provided, however, that it shall be submitted for approval by the
holders of a majority of the outstanding shares of Common Stock of the
Corporation within twelve months thereafter, and options made available
prior to such stockholder approval shall become null and void if such
stockholder approval is not obtained.
<PAGE> 11
(B) The 1991 amendment to paragraph 4 of the Plan shall
become effective as of the date of stockholder approval and adoption of
the Plan, as amended and restated, with the exception of the amendments
contained in subparagraph 2(a) and 2(b), which provisions shall become
effective as of September 1, 1992.
Exhibit 4.2 (b)
EXHIBIT B
CHEYENNE SOFTWARE, INC.
1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
I. Purpose.
The purpose of the Cheyenne Software, Inc. (the "Company") 1992 Stock
Option Plan for Outside Directors (the "Outside Directors' Option Plan")
is to promote the growth and profitability of the Company and to provide
outside directors of the Company with an incentive to achieve the long-
term objectives of the Company, attract and retain non-employee
directors of outstanding competence and to provide such outside
directors with an opportunity to acquire an equity interest in the
Company.
II. Grant of Options.
(a) Initial Grant. Each Outside Director (for purposes of this
Outside Directors' Option Plan, the term "Outside Director" shall mean a
member of the Board of Directors of the Company not also serving as an
employee of the Company) who is serving in such capacity on January 1,
1993 shall be granted on January 1, 1993 non-qualified stock options to
purchase 7,500 shares of the Company's Common Stock ("Common Stock"),
subject to adjustment as provided in Section IV (the "Initial Grant').
Each option shall be exercisable for one share of Common Stock. The
purchase price per share of the Common Stock deliverable upon the
exercise of each non-qualified stock option shall be the Fair Market
Value (as defined below) of the Common Stock on the date of the grant of
the option being exercised.
<PAGE> 2
(b) Grants Subsequent to Initial Grant. If any options are
available for grant under the Outside Directors' Option Plan, each
person who is an Outside Director on January 1 of each calendar year
subsequent to 1993 ("Continuing Outside Director") shall be granted on
each such January 1 non-qualified stock options 7,500 shares of Common
Stock, subject to adjustment pursuant to Section IV, or such lesser
number of options of Common Stock as remain in this Outside Directors'
Option Plan. The purchase price per share of the Common Stock
deliverable upon exercise of each such non-qualified option shall be the
Fair Market Value of the Common Stock on the date of the grant of the
option being exercised.
If on January 1 of a calendar year options are not available under
this Outside Directors' Option Plan to grant to Continuing Outside
Directors the full amount of a grant contemplated by the immediately
preceding paragraph, and thereafter options become available, then such
Continuing Outside Directors (sharing equally among all Continuing
Outside Directors) shall receive options to purchase shares of Common
Stock in an amount equal to the number of options then available under
the Outside Directors' Option Plan; provided that the total number of
options granted to Continuing Outside Directors under this Outside
Directors' Plan shall not exceed 7,500 (subject to adjustment pursuant
to Section IV) for each January 1 on which a Continuing Outside Director
was eligible to receive options under this Outside Directors' Option
Plan. The date of grant shall be the date such options become
available. The purchase price per share of the Common Stock deliverable
upon exercise of such options shall be the Fair Market Value of the
Common Stock on the date of the grant of the option being exercised.
<PAGE> 3
(c) Ineligibility. An option under the Outside Directors' Option
Plan shall not be granted to any Outside Director who at any previous
time was an employee of the Company or eligible to receive any options
to purchase Common Stock.
(d) Fair Market Value. For purposes of the Outside Directors'
Option Plan, when used in connection with Common Stock on a certain
date, "Fair Market Value" means the reported closing price of the Common
Stock as reported by the American Stock Exchange (as published by the
Wall Street Journal, if published) on the day prior to such date, or if
the Common Stock was not traded on such date, on the next preceding day
on which the Common Stock was traded thereon.
(e) Continuing Plan. The Outside Directors' Option Plan and the
grant of options subsequent to the Initial grant pursuant thereto are
part of a continuing plan.
III. Terms and Conditions.
(a) Option Agreement. Each option shall be evidenced by a written
option agreement between the Company and the Outside Director specifying
the number of shares of Common Stock that may be acquired through its
exercise and containing such other terms and conditions which are not
inconsistent with the terms of this Outside Directors' Option Plan.
(b) Termination of Option. Each option shall expire upon the
earlier of (i) sixty (60) months following the date of grant, or (ii)
one (1) year following the date on which the Outside Director ceases to
serve in such capacity for any reason other than removal for cause. If
the Outside Director dies before fully exercising any portion of an
option then exercisable, such option may be exercised by such Outside
<PAGE> 4
Director's personal representative(s), designee(s), heir(s) or
devisee(s) at any time within the one (1) year period following his or
her death; provided, however, that in no event shall the option be
exercisable more than sixty (60) months after the date of its grant. If
the Outside Director is removed for cause all options awarded to him
shall expire upon such termination.
(c) Manner of Exercise. The option may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to
the Chief Executive Officer of the Company. Such notice is irrevocable
and must be accompanied by full payment of the purchase price in cash or
shares of previously acquired Common Stock of the Company at the Fair
Market Value of such shares determined on the exercise date by the
manner described in Paragraph II(d) above or by such other means as
determined by the Board of Directors. If previously acquired shares of
Common Stock are tendered in payment of all or part of the exercise
price, the value of such shares shall be determined as of the date of
such exercise.
(d) Transferability. Each option granted hereby may be exercised
only by the Outside Director to whom it is issued or in the event of the
Outside Director's death, his or her personal representative(s),
designee(s), heir(s), or devisee(s) pursuant to the terms of Section
III(b).
(e) Six Month Holding Period. In accordance with Rule 16b-3(c)(1)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), Outside Directors shall not be permitted to dispose of
Common Stock underlying an option granted pursuant to this Outside
Directors' Option Plan during the six month period commencing from the
date of the acquisition of such option.
<PAGE> 5
(f) Conditions Upon Issuance of Shares of Common Stock. No shares
of Common Stock shall be delivered pursuant to exercise of any option
granted under this Outside Directors' Option Plan unless the delivery of
such shares shall comply (in the opinion of counsel to the Company) with
all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities laws, and the
requirements of any stock exchange upon which the Common Stock may then
be listed. As a condition to the exercise of an option, the Company may
require the exercising optionee to make such written representations and
warranties as may be necessary to assure the availability of an
exemption from any registration requirements of federal or state
securities laws. Certificates representing shares of Common Stock
issued upon the exercise of any option may bear a legend restricting
transfer of the shares except in compliance with federal and state
securities statutes or an exemption therefrom, if available. The
failure of any certificates to contain such a legend shall not
constitute a waiver by the Company of any such registration
requirements.
IV. Common Stock Subject to the Outside Directors' Option Plan.
The shares of Common Stock which shall be issued and delivered upon
exercise of options granted under the Outside Directors' Option Plan may
be either authorized and unissued shares of Common Stock or authorized
and issued shares of Common Stock held by the Company as treasury stock.
The number of shares of Common Stock reserved for issuance under the
Outside Directors' Option Plan shall not exceed 180,000 shares of the
<PAGE> 6
Common Stock of the Company, par value $.01 per share, subject to
adjustment pursuant to this Section IV. Any shares of Common Stock
subject to an option which for any reason either terminates unexercised
or expires, shall again be available for issuance under the Outside
Directors' Option Plan.
In the event of any change or changes in the outstanding Common
Stock of the Company by reason of any stock dividend or split,
recapitalization, reorganization, merger, consolidation, split-off,
combination or any similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of
consideration by the Company, the number of shares of Common Stock which
may be issued under this Outside Directors' Option Plan, the number of
shares of Common Stock subject to options granted under this Outside
Directors' Option Plan and the option price of such options, shall be
automatically adjusted to prevent dilution or enlargement of the rights
granted to an Outside Director under the Outside Directors' Option Plan.
V. Effective Date of the Plan; Stockholder Approval.
The Outside Directors' Option Plan has been adopted by the Board of
directors and shall become effective on the date that the Outside
Directors' Option Plan is approved by the vote of the Company's
stockholders holding a majority of the shares of Common Stock entitled
to vote thereon. The Outside Directors' Option Plan shall be presented
to stockholders of the Company for approval for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Exchange Act
and (ii) maintaining listing on the American Stock Exchange.
<PAGE> 7
VI. Termination of the Plan.
The right to grant options under the Outside Directors' Option Plan
shall terminate upon the earlier of January 2, 1997 and the issuance of
Common Stock or exercise of options equal to the maximum number of
shares of Common Stock reserved for under this Outside Directors' Option
Plan.
VII. Amendment of the Plan.
The Outside Directors' Option Plan may be amended from time to time
by the Board of Directors of the Company, provided that Section II,
"Grant of Options", shall not be amended more than once every six months
other than to comport with the Internal Revenue Code of 1986, as
amended, or the Employee Retirement Income Security Act of 1974, as
amended, or the rules promulgated thereunder. Except as provided in
Section IV hereof, rights and obligations under any option granted
before an amendment shall not be altered or impaired by such amendment
without the written consent of the optionee. If the Outside Directors'
Option Plan becomes qualified under Rule 16b-3 to retain the Outside
Directors' Option Plan's qualification, then such amendment shall be
presented to stockholders for approval, provided, however that the
failure to obtain stockholder approval shall not affect the validity of
this Outside Directors' Option Plan as so amended and the options
granted thereunder.
VIII. Applicable Law.
This Outside Directors' Plan shall be administered, construed and
interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflict of laws.
<PAGE> 8
IX. Administration.
Awards of options under this Outside Directors' Option Plan are
automatic. This Outside Directors' Option Plan is intended to be a
"Formula Award" plan as recognized by Rule 16-b3(c)(2)(ii) promulgated
under the Exchange Act, and shall be interpreted accordingly.
X. Registration of Shares.
Nothing contained in this Outside Directors' Option Plan shall be
construed to require the company to register under the Securities Act of
1933, as amended any shares of Common stock underlying options granted
under this Outside Directors' Option Plan.
XI. Headings.
The headings contained herein are for the purpose of convenience only
and are not intended to define or limit the contents of this Outside
Directors' Option Plan.
Exhibit 5
December 30, 1996
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 124,771 shares of your Common Stock, together with associated
rights, issuable pursuant to stock options granted by Cheyenne Software,
Inc. and converted into options to purchase your common stock pursuant
to the Agreement and Plan of Merger dated as of October 7, 1996 by and
among Computer Associates International, Inc. Tse-tsehese-staestse, Inc.
and Cheyenne Software, Inc. (the "Merger Agreement"). As such counsel,
I have examined your Restated Certificate of Incorporation, your By-Laws
as amended to date, the Merger Agreement and such other corporate
documents, minutes and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 124,771 shares
issuable pursuant to the options will be, upon issuance thereof in
accordance with the Merger Agreement, 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 of 124,771 shares of Common Stock,
$.10 par value) of our report dated May 24, 1996, 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, 1996, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
December 27, 1996
Exhibit 23.2
December 30, 1996
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 124,771 shares of your Common Stock, together with associated
rights, issuable pursuant to stock options granted by Cheyenne Software,
Inc. and converted into options to purchase your common stock pursuant
to the Agreement and Plan of Merger dated as of October 7, 1996 by and
among Computer Associates International, Inc. Tse-tsehese-staestse, Inc.
and Cheyenne Software, Inc. (the "Merger Agreement"). As such counsel,
I have examined your Restated Certificate of Incorporation, your By-Laws
as amended to date, the Merger Agreement and such other corporate
documents, minutes and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 124,771 shares
issuable pursuant to the options will be, upon issuance thereof in
accordance with the Merger Agreement, 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
