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
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COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware 13-2857434
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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One Computer Associates
Islandia, New York 11788-7000
(Address of principal executive offices)(Zip Code)
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COMPUTER ASSOCIATES 1998 SALES COMPENSATION PLAN
COMPUTER ASSOCIATES 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
IRA ZAR
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)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Regristration
to be Registered Registered (1) Per Unit Price Fee
- ------------------- -------------- -------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock, $.10 500,000 Shares $ 33.75 $16,875,000 $ 4,978.13
par value per share, 1,500,000 Shares $ 33.75 $50,625,000 $ 14,934.38
together with the
associated right to
purchase shares of
Series One Junior
Participating
Preferred Stock,
Class A, without
par value.
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- ----------------------------------------------------------------------------
TOTAL: 2,000,000 Shares $67,500,000 $ 19,912.51
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<FN>
(1) Rights are attached to and trade with the Registrants 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
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 Registrants annual report on Form 10-K for its
fiscal year ended March 31, 1998, 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 Registrants common stock, par
value $.10 per share, outlined in the Registrants registration statement on
Form 8-A filed under the Exchange Act, which in turn incorporates by
reference the description in the Registrants 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 Registrants 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 252 shares, and of options to purchase 126,441
shares, of Registrants common stock.
Item 6. Indemnification of Directors and Officers
As permitted by Section of 145 of the Delaware General
<PAGE> 3
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 Registrants 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 directors 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 Registrants
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;
<PAGE> 4
(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
Registrants 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
<PAGE> 5
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 21st day of August, 1998.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/Ira Zar
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Ira Zar
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 Ira Zar, 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:
/s/ Charles B. Wang
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Charles B. Wang Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer) August 21, 1998
/s/ Ira Zar
- ----------------------------
Ira Zar Senior Vice President
and Chief Financial
Officer (Principal August 21, 1998
Financial and Accounting
Officer)
/s/ Russell M. Artzt
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Russell M. Artzt Director August 21, 1998
/s/ Willem F.P. de Vogel
- ----------------------------
Willem F.P. de Vogel Director August 21, 1998
/s/ Irving Goldstein
- ----------------------------
Irving Goldstein Director August 21, 1998
/s/ Richard A. Grasso
- ----------------------------
Richard A. Grasso Director August 21, 1998
/s/ Shirley Strum Kenny
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Shirley Strum Kenny Director August 21, 1998
/s/ Sanjay Kumar
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Sanjay Kumar Director August 21, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibits to
Description This Report
5 Opinion of Steven M. Woghin, Esq. as to the
legality of the shares being offered Exhibit 5
10.1 Computer Associates 1998 Sales Compensation
Plan Exhibit 10.1
10.2 Computer Associates 1998 Employee Stock
Purchase Plan Exhibit 10.2
23.1 Consent of Ernst & Young LLP Exhibit 23.1
23.2 Consent of Steven M. Woghin, Esq. (contained
in his opinion in Exhibit 5) Filed as Exhibit 5
EXHIBIT 10.1
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1998 SALES COMPENSATION PLAN
I. ESTABLISHMENT AND PURPOSE.
1.1 Purpose. Computer Associates International, Inc. (the Company)
hereby establishes the 1998 Sales Compensation Plan (the Plan), effective as
of August 12, 1998. The Plan is intended to attract and retain the services
of employees who are in a position to influence the success of the Company by
providing an award based on each employees sales performance during the three
month period ended September 30, 1998 (the Plan Quarter). All awards under
the Plan will be payable in shares of Common Stock of the Company, $.10 par
value per share (the Shares).
1.2 Effective Date. The Plan is effective as of August 12, 1998.
II. DEFINITIONS.
2.1 Defined Terms. When used in the Plan, the following terms shall
have the meanings specified below:
2.1.1 Board means the Companys Board of Directors.
2.1.2 Committee means the Compensation Subcommittee of the
Board of Directors of the Company formed to act on stock-based compensation
for employees.
2.1.3 Normal Retirement or Early Retirement means any
termination of employment (other than by death or disability) after a
Participants normal or early retirement date (as defined in the Companys CASH
Plan).
2.1.4 Participant means as to the Plan Quarter an employee
of the Company within the sales organization of the Company. An employee
must be designated as a Participant by the Committee.
III. AWARDS AND COMMITTEE DETERMINATIONS
3.1 Opportunity. The Committee shall approve participation in the
Plan and establish a commission schedule for each Participant for license
revenue generated during the Plan Quarter (the Commission Schedule) payable
in shares of Common Stock of the Company valued at $36.81 per share, the
closing price of the Companys Common Stock on August 11, 1998.
<PAGE>
3.2 Subject to adjustments pursuant to certain corporate
transactions, the Committee is authorized to grant up to 500,000 Shares under
the Plan. The aggregate number of Shares that may be granted under the Plan
to any individual during any calendar year may not exceed 100% of such Shares
available under the Plan.
3.3 Change in Capital Structure. In the event that the Committee
shall determine, in its sole discretion, that any dividend or other
distribution(whether in the form of cash, Common Stock or other property),
recapitalization, stock split, reverse split, any reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, license
agreement, strategic alliance or other similar corporate transaction or
event, affects the Common Stock such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of any Participant,
then the Committee may make such equitable changes or adjustments as it deems
necessary or appropriate including, without limitation, adjustments to (i)
the maximum aggregate number of Shares which may be granted in accordance
with the Plan, or (ii) the number of Shares granted and outstanding under the
Plan.
3.4 Awards. Payment under this Plan will be based on the Commission
Schedule for license revenue generated during the Plan Quarter. Awards will
be paid in Shares valued at $36.81 per Share.
3.5 Certification. The Committee or its appointed representative as
provided in Section 5, shall certify in writing the level
of commissions under the Plan achieved and the respective award amounts
earned hereunder prior to payment of awards.
IV. PAYMENT OF AWARDS
4.1 Right to Receive Payment. Any award that may become due under
this Plan shall be made solely in the form of Shares, payable on or prior to
November 15, 1998.
4.1.1 Retirement, Disability or Death. In the event of
death, Disability or Normal or Early Retirement of a Participant during the
Plan Quarter, the Committee (in its sole discretion) will determine the
amount of the award (if any) to be paid to such Participant (or to his or her
personal representative) for such period. Payments will be made in Shares at
the same time as other awards to Participants are made for the Plan Quarter.
4.1.2 Resignation or Discharge. If during the Plan Quarter,
a Participants employment with the Company terminates by reason of
resignation or discharge, the Committee (in its sole discretion) will
determine the amount of the award (if any) to be paid to such Participant
for such period. Payments will be made in Shares at a time as other awards to
Participants are made for the Plan Quarter, but not earlier than required
under the Companys Sales Compensation Plan.
<PAGE>
4.2 Beneficiaries. Each Participant may designate, in writing and
on such form as the Company may prescribe, one or more beneficiaries to
receive any Shares that are payable after the individuals death. In the event
of a Participants death, any award that is payable to such Participant shall
be paid to his or her beneficiary or, in the event that no beneficiary has
been designated, to his or her estate.
V. ADMINISTRATION
5.1 Committee. The Plan shall be administered by the Committee or
a subcommittee composed of not less than two independent outside Directors.
No employee or former employee of the Company may serve on the Committee.
The Committee may delegate some or all of its duties and responsibilities
hereunder to the Chief Financial Officer of the Company.
5.2 Rules and Interpretation. The Committee shall be vested with
all discretion and authority as it deems necessary or appropriate to
administer the Plan and to interpret the provisions of the Plan. Any
determination, decision or action of the Committee in connection with the
construction, interpretation, administration or application of the Plan shall
be final, conclusive and binding upon all persons.
5.3 Records. The records of the Committee with respect to the Plan
shall be conclusive on all Participants and their beneficiaries and on all
other persons.
5.4 Tax Withholding. The Company shall withhold all applicable
taxes required by law from any payment, including any federal, FICA, state
and local taxes.
VI. GENERAL PROVISIONS
6.1 Nonassignability. Prior to the time of any award under the
Plan, a Participant shall have no right by way of anticipation or otherwise
to assign or transfer any interest under this Plan.
6.2 Employment Rights/Participation. The establishment and
subsequent operation of the Plan, including eligibility as a Participant,
shall not be construed as conferring any legal or other rights upon any
Participant or any other individual for the continuation of his or her
employment for any period.
6.3 No Individual Liability. No member of the Committee or the
Board, or any officer of the Company, shall be liable for any determination,
decision or action made in good faith with respect to the Plan or any award
made under the Plan.
6.4 Severability; Governing Law. If any particular provision of this
Plan is found to be invalid or unenforceable, such provision shall not affect
the other provisions of the Plan, but the Plan shall be construed in all
respects as if such invalid provision had been omitted. The provisions of the
Plan shall be governed by and construed in accordance with the laws of the
State of New York.
<PAGE> 7
VII. AMENDMENT AND TERMINATION
7.1 Amendment and Termination. The Committee may prospectively amend
or terminate the Plan at any time and for any reason.
Exhibit 10.2
Computer Associates International, Inc.
1998 Employee Stock Purchase Plan
I. Establishment and Purpose.
1.1 Purpose. Computer Associates International, Inc. (the Company)
hereby establishes the 1998 Employee Stock Purchase Plan (the Plan) effective
as of August 12, 1998. The Plan is intended to permit employees of the
Company to invest in shares of the Companys common stock, par value $.10 per
share (Common Stock), and to pay for their investment by means of payroll
deductions.
1.2 Effective Date. The Plan is effective August 12, 1998.
1.3 Authorization. The Company is authorized to issue and sell up
to 1,500,000 shares of Common Stock (the Shares) pursuant to the Plan.
II. Definitions.
2.1 Defined Terms. When used in the Plan, the following terms shall
have the meanings specified below:
2.1.1 Board means the Companys Board of Directors.
2.1.2 Committee means the Compensation Subcommittee of the
Board of Directors of the Company formed to act on stock-based compensation
for employees.
2.1.3 Participant means any employee of the Company or its
majority-owned subsidiaries, other than (i) executive officers and executive
vice presidents of the Company and (ii) employees whose participation in the
Plan is precluded by local law.
III Purchase of Shares.
3.1 Each Participant will be given an opportunity to purchase
Shares at a price per share equal to the lesser of (i) $36.8125 per share
(the closing price on August 11, 1998); and (ii) the closing price on August
25, 1998.
3.2 Limitation. Each Participant may purchase a whole number of
Shares, the aggregate purchase price of which may not exceed the lesser of
(i) $10,000; and (ii) 50% of the Participants monthly base salary (after
deducting the amounts withheld for taxes, 401(k), dependent care, health
<PAGE>
care, supplemental life insurance and other previously determined deductions)
multiplied by two.
3.3 Timing. Each Participant will be furnished with a form
pursuant to which the Participant may determine how many Shares that the
Participant wishes to purchase. The Participant will be deemed to have
purchased the Shares as of the date of submission of his purchase form.
3.4 Consideration. Each Participant purchasing Shares pursuant to
the Plan will be issued Shares in consideration for the Participants
agreement to repay the purchase price of the Shares by means of payroll
deductions from the Participants base salary during the months of September
and October, 1998.
3.5 Obligation to Repay. No interest will be charged to a
Participant for amounts borrowed to purchase Shares under this Plan. If a
Participants employment by the Company is terminated for any reason
whatsoever prior to the repayment in full of the Participants obligation to
the Company for the purchase price of Shares purchased hereunder, the
Participant will be obligated to satisfy the amount of any outstanding
obligation upon the earlier to occur of (i) the date when the funds would
have been deducted from the Participants base salary as a payroll deduction
had the Participant remained employed by the Company; or (ii) thirty (30)
days after the date of termination of employment. The Company will have the
right to set off any amounts due pursuant to this Plan against any amounts
due to the Participant from the Company for salary, bonus, vacation or any
other kind of compensation, however the Company shall not have the right to
set off any amounts due against the shares purchased by the Participant
hereunder.
IV. Administration.
4.1 Committee. The Plan shall be administered by the Committee or
a subcommittee composed solely of at least two Non-Employee Directors (as
defined in Rule 16b-3) that are outside directors within the meaning of
Section 162(m) of the Code. No employee or former employee of the Company may
serve on the Committee. The Committee may delegate some or all of its
responsibilities and duties hereunder to the Chief Financial Officer of the
Company.
4.2 Rules and Interpretation. The Committee shall be vested with
all discretion and authority and may make such rules and regulations and
establish such procedures as it deems necessary or appropriate to administer
the Plan and to interpret the provisions of the Plan, and any purchase,
agreement, or notice thereunder, with such interpretations to be conclusive
and binding on all persons and otherwise accorded the maximum deference
permitted by law. Any determination, decision or action of the Committee in
connection with the construction, interpretation, administration or
application of the Plan shall be final, conclusive and binding upon all
persons.
<PAGE>
4.3 Records. The records of the Committee with respect to the Plan
shall be conclusive on all Participants and their beneficiaries and on all
other persons.
4.4 Tax Withholding. The Company shall take such action as the
Committee may deem advisable to enable the Company and each Participant to
satisfy obligations for payment of withholding and other taxes with respect
to any purchase or payment under the Plan. Such action may include requiring
the Participant to pay cash to the Company in an amount equal to such tax
obligations.
4.5 Regulations and Approvals
4.5.1 The Committee may make such changes to the
Plan as may be necessary or appropriate to comply with the rules and
regulations of any government authority or to obtain tax benefits applicable
to stock purchase plans generally.
4.5.2 Each purchase of Shares is subject to the
requirement that, if at any time the Committee determines in its discretion,
that the listing, registration or qualification of Shares issuable pursuant
to the Plan is required by any securities exchange or under any state or
federal law or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with the issuance
of Shares, no payment shall be made, or Shares issued, in whole or in part,
unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions in a manner acceptable to the
Committee.
4.5.3 In the event that the disposition of Shares
acquired pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the Securities Act),
and is not otherwise exempt from such registration, such Shares shall be
restricted against transfer to the extent required under the Securities Act
and the Committee may require any individual receiving Shares, to represent
to the Company in writing that such shares will be disposed of only if
registered for sale under the Securities Act or if there is an available
exemption for such disposition, and may provide for a legending of such
Shares to that effect.
V. General Provisions.
5.1 Nonassignability. Prior to the time a purchase of Shares is
made pursuant to Section 3, a Participant shall have no right by way of
anticipation or otherwise to assign or transfer any interest in such Shares.
<PAGE>
5.2 Employment Rights/Participation. The establishment and
subsequent operation of the Plan, including eligibility as a Participant,
shall not be construed as conferring any legal or other right upon any
Participant or any other individual for the continuation of his or her
employment for any period. The Company expressly reserves the right, which
may be exercised at any time and without regard to when such exercise occurs,
to discharge any individual and/or treat him without regard to the effect
which such treatment might have upon him as a Participant in the Plan.
5.3 No Individual Liability. No member of the Committee or the
Board, or any officer of the Company, shall be liable for any determination,
decision or action made in good faith with respect to the Plan or any
purchase under the Plan.
5.4 Severability; Governing Law. If any particular provision of
this Plan is found to be invalid or unenforceable, such provision shall not
affect the other provisions of the Plan, but the Plan shall be construed in
all respects as if such invalid provision had been omitted. The provisions of
the Plan shall be governed by and construed in accordance with the laws of
the State of New York.
5.5 Captions. The captions in the Agreement are for reference
only and shall not affect the interpretation of this Agreement.
5.6 Notices. All notices under the Plan shall be in writing or
transmitted electroncially by e-mail, and if in writing to the Company, shall
be delivered to or mailed to its principal office, addressed to the attention
of the President; and if in writing to the Participant, shall be delivered
personally or mailed to the Participant at the address appearing in the
records of the Company. Such addresses may be changed at any time by written
notice to the other party given in accordance with this Section 5.6.
VI. Amendment and Termination.
6.1 Amendment and Termination. The Committee may prospectively
amend or terminate the Plan at any time and for any reason; provided,
however, that no amendment may adversely affect a Participant with respect to
Shares previously purchased unless such amendments are required in order to
comply with applicable laws; provided that the Committee may not make any
amendment to the Plan that would, if such amendment were not approved by the
holders of the Common Stock, cause the Plan to fail to comply with any
requirement of applicable law or regulation, unless and until the approval of
the holders of such Common Stock is obtained.
Exhibit 5
August 21, 1998
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 the issuance
of up to 500,000 shares of your Common Stock, together with associated
rights, issuable pursuant to the Computer Associates 1998 Sales Compensation
Plan (1998 Sales Compensation Plan) and up to 1,500,000 shares of your Common
Stock, together with associated rights, issuable pursuant to the Computer
Associates 1998 Employee Stock Purchase Plan (1998 Stock Purchase Plan). As
such counsel, I have examined your Restated Certificate of Incorporation,
your By-Laws as amended to date, the 1998 Sales Compensation Plan, the 1998
Stock Purchase Plan and such other corporate documents, minutes and records
as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 2,000,000 shares issuable
in the aggregate pursuant to the 1998 Sales Compensation Plan and the 1998
Stock Purchase Plan will be, upon issuance thereof in accordance with the
1998 Sales Compensation Plan and the 1998 Stock Purchase Plan, respectively,
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
---------------------
Steve M. Woghin
Senior Vice President and
General Counsel
Exhibit 23.1
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8 for an aggregate 2,000,000 shares of Common Stock,
$.10 par value pertaining to the 1998 Sales Compensation Plan and the 1998
Employee Stock Purchase Plan) of our report dated May 19, 1998, with
respect to the consolidated financial statements and schedule of Computer
Associates International, Inc. and subsidiaries included in its Annual
Report (Form 10-K) for the year ended March 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
August 21, 1998
