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
Islandia, New York 11749
(Address of principal executive offices)(Zip Code)
1995 KEY EMPLOYEE STOCK OWNERSHIP 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 11749
(Name and address of agent for service)
(516) 342-5224
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Unit Price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par
value per share,
together with the 14,743,266 Shares $55.75 $821,937,080 $228,499
associated right to
purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TOTAL: 14,743,266 Shares $821,937,080 $228,499
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<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>
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, 1999, 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 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 2,687 shares (including 2,137 shares credited to his account
in the Registrant's tax qualified profit sharing plan), and of options to
purchase 64,249 shares of the 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:
<PAGE>
"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.
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,
<PAGE>
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
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>
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
19th day of July, 1999.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/Ira Zar
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>
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 July 15, 1999
Director (Principal Executive Officer)
/s/Ira Zar
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Ira Zar Senior Vice President and Chief July 15, 1999
Financial Officer (Principal Financial
and Accounting Officer)
/s/Russell M. Artzt
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Russell M. Artzt Director July 15, 1999
/s/Alfonse M. D'Amato
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Alfonse M. D'Amato Director July 15, 1999
/s/Willem F.P. de Vogel
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Willem F.P. de Vogel Director July 15, 1999
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Irving Goldstein Director July , 1999
/s/Richard A. Grasso
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Richard A. Grasso Director July 15, 1999
/s/Shirley Strum Kenny
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Shirley Strum Kenny Director July 15, 1999
/s/Sanjay Kumar
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Sanjay Kumar Director July 15, 1999
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Roel Pieper Director July , 1999
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibits to
Number Description This Report
5 Opinion of Steven M. Woghin, Esq. as to Exhibit 5
the legality of the shares being offered
10.1 1995 Key Employee Stock Ownership Plan Previously filed as Exhibit B
to the Registrant's definitive
Proxy Statement dated July 7,
1995 and incorporated herein
by reference.
23.1 Consent of Ernst & Young LLP Exhibit 23.1
23.2 Consent of Steven M. Woghin, Esq. Filed as Exhibit 5
(contained in his opinion in
Exhibit 5)
Exhibit 5
July 15, 1999
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
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 14,743,266 shares of your Common
Stock, together with associated rights, issuable pursuant to the 1995
Key Employee Stock Ownership Plan ("1995 Plan"). As such counsel, I
have examined your Restated Certificate of Incorporation, your By-Laws
as amended to date, the 1995 Plan, and such other corporate documents,
minutes and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 14,743,266
shares issued in the aggregate pursuant to the 1995 Plan are 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 14,743,266 shares of Common Stock, $.10 par
value) of Computer Associates International, Inc. and subsidiaries and
related prospectuses of our report dated May 26, 1999, with respect to the
consolidated financial statements and schedule of Computer Associates
International, Inc. included in its Annual Report on Form 10-K for the
fiscal year ended March 31, 1999, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
New York, New York
July 16, 1999
