SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
--------------------------
Delaware 13-2857434
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------------
One Computer Associates Plaza
Islandia, New York 11749
(Address of principal executive offices)(Zip Code)
--------------------------
COMPUTER MANAGEMENT SCIENCES, INC. 1995 STOCK INCENTIVE PLAN
MIACO CORPORATION STOCK OPTION PLAN (1991)
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities to Amount to be Price Offering Amount of
be Registered Registered(1) Per Unit Price Registration Fee
- ------------------------ ------------- ---------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par
value per share,
together with the 19,484 Shares $44.25 $862,167 $240.00
associated right to
purchase shares of 106 Shares $44.25 $ 4,691 $ 2.00
Series One Junior
Participating
Preferred Stock, Class
A, without par value.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TOTAL: 19,590 Shares $866,858 $242.00
- -------------------------------------------------------------------------------
<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
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 Registrant's common stock.
Item 6. Indemnification of Directors and Officers
<PAGE> 3
As permitted by Section of 145 of the Delaware General Corporation Law,
Article EIGHTH of the Registrant's Restated Certificate of Incorporation
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 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 ByLaw, 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 a person."
The Registrant's Restated Certificate of Incorporation 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;
<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
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
<PAGE> 5
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
28 day of May, 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> 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
- -----------------------------
Charles B. Wang Chairman, Chief Executive Officer May 28, 1999
and Director (Principal Executive
Officer)
/s/ Ira Zar
- -----------------------------
Ira Zar Senior Vice President and Chief May 28, 1999
Financial Officer (Principal
Financial and Accounting Officer)
/s/ Russell M. Artzt
- -----------------------------
Russell M. Artzt Director May 28, 1999
/s/ Willem F.P. de Vogel
- -----------------------------
Willem F.P. de Vogel Director May 28, 1999
/s/ Irving Goldstein
- -----------------------------
Irving Goldstein Director May 3, 1999
/s/ Richard A. Grasso
- -----------------------------
Richard A. Grasso Director May 4, 1999
/s/ Shirley Strum Kenny
- -----------------------------
Shirley Strum Kenny Director May 28, 1999
/s/ Sanjay Kumar
- -----------------------------
Sanjay Kumar Director April 28, 1999
/s/ Roel Pieper
- -----------------------------
Roel Pieper Director May 28, 1999
<PAGE> 8
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 Management Sciences, Inc. 1995 Stock
Incentive Plan Exhibit 10.1
10.2 Miaco Corporation Stock Option Plan (1991) 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 MANAGEMENT SCIENCES, INC.
1995 STOCK INCENTIVE PLAN
<PAGE>
1. PURPOSES
The purposes of the Computer Management Sciences, Inc., 1995 Stock
Incentive Plan are to (i) provide an incentive and reward to key employees of
the Company who are, and have been, in a position to contribute materially to
expanding and improving the Company's profits, (ii) aid in attracting and
retaining employees of outstanding ability, and (iii) encourage ownership of
Shares by employees.
2. DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context:
(a) "Agreement" means the written document issued by the
Committee to a Participant whereby an Award is made to
that Participant.
(b) "Award" means the issuance pursuant to the Plan of
an Option, a SAR or Restricted Stock.
(c) "Awarded Shares" means Shares subject to outstanding
Awards.
(d) "Board" means the Company's Board of Directors.
(e) "Cause" means theft or destruction (other than as a result
of simple negligence) of property of the Company, a Parent or
Subsidiary, disregard of Company rules or policies, or conduct
evidencing willful or wanton disregard of the interest of the Company.
Such determination shall be made by the Committee based on information
presented by the Company and the Employee and shall be final and
binding on all parties hereto.
(f) "Code" means the Internal Revenue Code of 1986, as
amended.
(g) "Committee" means the Compensation Committee appointed
by the Board.
(h) "Company" means Computer Management Sciences, Inc., a
corporation incorporated under the laws of the State of Florida, and
any successor thereto.
(i) "Effective Date of Grant" means the effective
date on which the Committee makes an Award.
(j) "Employee" means any individual who performs services as a
common law employee for the Company, a Parent or Subsidiary and is
included on the regular payroll of the Company, a Parent or Subsidiary.
(k) "Fair Market Value" means the value established by the
Committee based upon such factors as the Committee in its sole
discretion shall decide, including, but not limited to, a valuation
prepared by an independent third party appraiser selected or approved
<PAGE>
by the Committee. If at any time the Stock is traded on an established
trading system, it means the last sale price reported on any stock
exchange or over-the-counter trading system on which Shares are trading
on a specified date or, if not so trading, the average of the closing
bid and asked prices for a Share on a specified date. If no sale has
been made on the specified date, then prices on the last preceding day
on which any such sale shall have been made shall be used in
determining fair market value under either method prescribed in the
previous sentence.
(l) "Incentive Stock Option" means any Option granted under
the Plan which meets the requirements of Code Section 422, and any
regulations or rulings promulgated thereunder, and is designated by the
Committee as an Incentive Stock Option.
(m) "Nonqualified Stock Option" means any Option granted under
the Plan which is not an Incentive Stock Option.
(n) "Option" means the right to purchase from the Company a
stated number of Shares at a specified price.
(o) "Option Price" means the purchase price per Share subject
to an Option and shall be fixed by the Committee.
(p) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if at the
time of granting of an option, each of the corporations (other than the
Company) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain within the meaning of Code Section 424(e) and any regulations or
rulings promulgated thereunder.
(q) "Participant" means an Employee who has received an
Award under the Plan.
(r) "Permanent and Total Disability" shall have the same
meaning as given to such term by Code Section 77(a)(7) and any
regulations or rulings promulgated thereunder.
(s) "Plan" means the Computer Management Sciences, Inc.
1995 Stock Incentive Plan, as evidenced herein and as amended from
time to time.
(t) "Restriction Period" means a period commencing on the
Effective Date of Grant and ending on such date or upon the achievement
of such performance or other criteria as the Committee shall determine.
The Restriction Period may, in the sole discretion of the Committee, be
structured to provide for a release of restrictions in installments.
<PAGE>
(u) "Restricted Stock" means Shares issued to the Participant
pursuant to Section 9 hereof which are subject to the restrictions of
the Plan and the Agreement.
(v) "Rule 16b-3" means Rule 16b-3 as promulgated by the
Securities and Exchange Commission under the 1934 Act, or any successor
rule or regulation thereto.
(w) "SAR" means stock appreciation rights issued to a
Participant pursuant to Section 8 hereof.
(x) "SAR Price" means the base value established by the
Committee for a SAR on the Effective Date of Grant used in determining
the amount of benefit, if any, paid to a Participant.
(y) "Share" means one share of the common stock, $.01 par
value, of the Company.
(z) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company, if at the time of the granting
of the Award, each of the corporations (other than the last
corporation) in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain, within the meaning of Code Section
424(f) and any regulations or rulings promulgated thereunder.
(aa)"1933 Act" means the Securities Act of 1933, as amended.
(bb)"1934 Act" means the Securities Exchange Act of 1934,
as amended.
3. ADMINISTRATION
3.1 The Plan shall be administered by a Committee composed of not less
than two members of the Board which will be appointed by the Board; provided,
however, that commencing on the date on which the company first registers any
class of its securities under Section 12 of the 1934 Act, each member of the
Committee shall be a "disinterested person" within the meaning of Rule 16b-3.
3.2 The Committee shall from time to time at its sole discretion
designate the key Employees who shall be Participants, determine all the terms
and conditions of Awards as set forth in Section 6.1 of the Plan or otherwise,
including the type of Award to be made to each, the exercise period, expiration
date and other applicable time periods for each Award, the number of Shares
subject to each Award and, if applicable, the Option Price or SAR Price and the
general terms of the Award.
3.3 The interpretation and construction by the Committee of any
provisions of the Plan or of any Option granted under it and all actions of the
<PAGE>
Committee shall be final and binding on all parties hereto. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Award granted under it.
4. ELIGIBILITY
4.1 Each Employee who the Committee in its sole discretion
designates is eligible to be a Participant.
4.2 A Participant may hold more than one Award but only on the terms
and subject to the restrictions set forth in the Plan.
5. STOCK
5.1 The aggregate number of Shares which may be issued under the
Plan shall be 425,000 Shares.
5.2 In the event that any outstanding Award under the Plan expires or
is terminated for any reason, and if such expiration or termination occurs prior
to the payment of dividends or the exercise by the holder of other indicia of
ownership of the Shares to which the Award relates, the Awarded Shares subject
to that Award may again be the subject of an Award under the Plan.
6. TERMS AND CONDITIONS
6.1 Awards granted pursuant to the Plan shall be authorized by the
Committee under terms and conditions approved by the Committee and shall be
evidenced by Agreements in such form as the Committee shall from time to time
approve, which Agreements shall contain or shall be subject to the following
terms and conditions, whether or not such terms and conditions are specifically
included therein:
(a) Number of Shares. Each Agreement shall state the
number of Shares to which the Award pertains.
(b) Date. Each Agreement shall state the Effective Date of
Grant.
(c) Price. With respect to each Award or portion thereof which
requires payment of an Option Price, the Agreement shall state the
Option Price. With respect to each Award of a SAR, the Agreement shall
state the SAR Price.
(d) Exercise. With respect to each Award of an Option or a
SAR, the Agreement shall describe the time at which such Option or SAR
may be exercised and designate any applicable vesting schedule as
determined by the Committee.
(e) Method and Time of Payment. With respect to any Award or
<PAGE>
portion thereof which requires payment of an Option Price, the Option
Price shall be payable on the exercise of the Award and shall be paid
in cash, in Shares (including Shares acquired pursuant to the Plan) or
a combination of both. Shares transferred in payment of the Option
Price shall be valued as of the date of transfer based on their Fair
Market Value.
(f) Transfer of Option or Stock. No Option, SAR or Restricted
Stock (prior to the expiration of the Restricted Period) shall be
transferable by the Participant except by will or the laws of descent
and distribution upon the Participant's death and subject to any other
limitations of the Plan. In addition to any other restriction hereunder
or otherwise provided in the Agreement with the Participant, no Shares
acquired pursuant to an Award of any type may be sold, transferred or
otherwise disposed of prior to the end of the six months period which
begins on the Effective Date of Grant of such Award.
(g) Recapitalization. The Committee, in its sole and absolute
discretion, shall make appropriate adjustments in (i) the number of
Awarded Shares, (ii) the aggregate number of Shares which may be issued
under the Plan pursuant to Section 5.1 hereof, or (iii) the Option
Price or SAR Price, in order to give effect to changes made in the
number of outstanding Shares as a result of a merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock
split, or other relevant change in the capitalization of the Company.
The Committee shall not be obligated to make any such adjustments;
provided, however, with respect to Restricted Stock, adjustments will
be made to the same extent provided to stockholders of Shares which are
not Restricted Stock.
(h) Investment Purpose.
(i) The Company shall not be obligated to sell
or issue any Shares pursuant to any Award
unless such Shares are at that time
effectively registered or exempt from
registration under the 1933 Act. The
determination of whether a Share is exempt
from registration shall be made by the
Company's legal counsel and its
determination shall be conclusive and
binding on all parties hereto.
(ii) Notwithstanding anything in the Plan to the
contrary, each Award under the Plan shall be
granted on the condition that the purchases of
Shares thereunder shall be for investment
purposes and not with a view for resale or
distribution except that in the event the Shares
subject to such Award are registered under the
1933 Act, or in the event of a resale of such
Shares without such registration that would
otherwise be permissible, such condition shall
be inoperative if, in the opinion of counsel for
the Company, such condition is not required
under the 1933 Act or any other applicable law,
regulation, or rule of any governmental agency.
(i) Other Provisions. Awards authorized under the Plan may
<PAGE>
contain any other provisions or restrictions as the Committee, in its sole and
absolute discretion, shall deem advisable including, but not limited to:
(i) Offering Options in tandem with or reduced
by other Options, SARs or other employee
benefits and reducing one Award by the
exercise of another Option, SAR or benefit; or
(ii) Providing for the issuance to the Participant
upon exercise of an Option and payment of the
exercise price thereof with previously owned
Shares, of an additional Award for the number of
shares so delivered, having such other terms and
conditions not inconsistent with the Plan as the
Committee shall determine.
6.2 The Company may place such legends on stock certificates
representing the Shares as the Company, in its sole discretion, deems necessary
or appropriate to reflect restrictions under the Plan, the Agreement, the Code,
the federal and state securities laws or otherwise.
6.3 Notwithstanding any provision herein to the contrary, employment
shall be at the pleasure of the Board, or its designees, of the Company, a
Parent or Subsidiary, as the case may be, at such compensation as the
appropriate board or designee shall determine. Nothing contained in this Plan or
in any Award granted pursuant to it shall confer upon any Employee any right to
continue in the employ of the Company, Parent or Subsidiary, as the case may be,
or to interfere in any way with the right of the Company, Parent or Subsidiary
to terminate employment at any time. So long as the Participant shall continue
to be an Employee, the Award shall not be affected by any change of the
Participant's duties or position except to the extent the Agreement with the
Participant provides otherwise.
6.4 Any person entitled to exercise an Option or a SAR may do so in
whole or in part by delivering to the Company at its principal office, attention
Corporate Secretary, a written notice of exercise. The written notice shall
specify the number of Shares for which an Option or SAR is being exercised.
(a) With respect to an Option, the notice shall be accompanied
by full payment of the Option Price for the Shares being purchased.
(b) During the Participant's lifetime, an Option or SAR may be
exercised only by the Participant, or on his behalf by the
Participant's legal guardian.
6.5 With the consent of the Committee, a Participant may be permitted
to satisfy the Company's withholding tax requirements by electing to have the
Company withhold Shares otherwise issuable to the Participant or to deliver to
the Company Shares having a Fair Market Value on the date income is recognized
pursuant to exercise of an Option equal to the amount required to be withheld.
The election shall be made in writing and shall be made according to such rules
and in such form as the Committee may determine.
<PAGE>
7. INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
7.1 The Committee, in its sole discretion, may designate whether an
Award is to be considered an Incentive Stock Option or a Nonqualified Stock
Option. The Committee may grant both an Incentive Stock Option and a
Nonqualified Stock Option to the same individual. However, where both an
Incentive Stock Option and a Nonqualified Stock Option are awarded at one time,
such Awards shall be deemed to have been awarded in separate grants, shall be
clearly identified, and in no event will the exercise of one such Award affect
the right to exercise the other such Award except to the extent the Agreement
with the Participant provides otherwise.
7.2 Any Award designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Awards granted under
the Plan. In addition, the aggregate Fair Market Value of stock (determined at
the Effective Date of Grant) with respect to which Incentive Stock Options and
other incentive stock options (as defined in Code Section 422) granted under all
plans of the Company, its Parent and Subsidiaries, are exercisable by the
Participant for the first time during any calendar year (within the meaning of
Code Section 422(d)) shall not exceed $100,000.
7.3 Notwithstanding anything herein to the contrary, no Incentive Stock
Option shall be granted to any individual who owns, directly or indirectly,
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company, a Parent or a Subsidiary, as determined for
purposes of Code Section 422(b)(6), unless (i) the Option Price is at least 110
percent of the Fair Market Value of the Shares subject to such Incentive Stock
Option on the Effective Date of Grant and (ii) such Option by its terms is not
exercisable after the expiration of five (5) years from the Effective Date of
Grant.
7.4 The Option Price shall be established by the Committee, in its sole
discretion; provided, however, that (i) with respect to an Incentive Stock
Option, the Option Price shall not be less than 100% of the Fair Market Value of
a Share on the Effective Date of Grant, and (ii) with respect to a Nonqualified
Stock Option, the Option Price shall not be less than 50% of the Fair Market
Value of a Share on the Effective Date of Grant.
7.5 Any Award will be considered to be a Nonqualified Stock Option to
the extent that any or all of the grant is in conflict with Section 7.2 hereof
or with any requirement for Incentive Stock Options pursuant to Code Section 422
and the regulations issued thereunder.
7.6 An Option may be terminated as follows:
(a) During the period of continuous employment with the
Company, Parent or Subsidiary, an Option will be terminated only if it
has been fully exercised or it has expired by its terms; provided,
however, that, except as provided in Section 7.3 hereof, each Incentive
Option granted to a Participant shall expire on the tenth anniversary
of the Effective Date of the Grant.
<PAGE>
(b) Upon termination of employment, the option will terminate
upon the earliest of (i) the full exercise of the Option, (ii) the
expiration of the Option by its terms, or (iii) not more than three
months following the date of employment termination; provided, however,
should termination of employment (A) result from the death or Permanent
and Total Disability of the Participant, the period referenced in
clause (iii) hereof shall be one year or (B) be for Cause or initiated
by Employee without the Company's consent, the Option will terminate on
the date of employment termination. For purposes of the Plan, a leave
of absence approved by the Company shall not be deemed to be
termination of employment except with respect to an Incentive Stock
Option as required to comply with Code Section 422 and the regulations
issued thereunder.
(c) Subject to the terms of the Agreement with the
Participant, if a Participant shall die or become subject to a
Permanent and Total Disability prior to the termination of employment
with the Company, Parent or Subsidiary and prior to the termination of
an Option, such Option may be exercised to the extent that the
Participant shall have been entitled to exercise it at the time of
death or disability, as the case may be, by the Participant, the estate
of the Participant or the person or persons to whom the Option may have
been transferred by will or by the laws of descent and distribution.
7.7 Except as otherwise expressly provided in the Agreement with the
Participant, in no event will the continuation of the term of an Option beyond
the date of termination of employment allow the Employee, or his beneficiaries
or heirs, to accrue additional rights under the Plan, or to purchase more Shares
through the exercise of an Option than could have been purchased on the day that
employment was terminated.
7.8 A Participant shall have no rights as a stockholder with respect to
any Shares subject to an Option until the date of the issuance of a stock
certificate to him for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 6.1(g) hereof.
<PAGE>
8. STOCK APPRECIATION RIGHTS
8.1 The Committee, in its sole discretion, may grant to any Participant
a SAR. The Committee may impose such conditions or restrictions on the exercise
of any SAR, as it may deem appropriate, including, without limitation,
restricting the time of exercise of the SAR to specified periods as may be
necessary to satisfy the requirements of Rule 16b-3.
8.2 The SAR Price shall be established by the Committee, in its sole
discretion. The SAR Price shall not be less than (i) 100% of Fair Market Value
of a Share on the Effective Date of Grant for a SAR issued in tandem with an
Incentive Stock Option and (ii) 50% of Fair Market Value of a Share on the
Effective Date of Grant for other SARs.
8.3 Upon exercise of a SAR, the Participant shall be entitled, subject
to the terms and conditions of this Plan and the Agreement, to receive the
excess of each Share being exercised under the SAR of (i) the Fair Market Value
of such Share on the date of exercise over (ii) the SAR Price for such Share.
8.4 At the sole discretion of the Committee, the payment of such excess
shall be made in (i) cash, (ii) Shares, or (iii) a combination of both. Shares
used for this payment shall be valued at their Fair Market Value on the date of
exercise of the applicable SAR.
8.5 Shares subject to an Award of a SAR shall be considered Shares
which may be issued under the Plan for purposes of Section 5.1 hereof, unless
the Agreement making the Award of the SAR provides that the exercise of such SAR
results in the termination of an unexercised Option for the same number of
Shares.
8.6 A SAR may be terminated as follows:
(a) During the period of continuous employment with the
Company, Parent or Subsidiary, a SAR will be terminated only if it has
been fully exercised or it has expired by its terms.
(b) Upon termination of employment, the SAR will terminate
upon the earliest of (i) the full exercise of the SAR, (ii) the
expiration of the SAR by its terms, and (iii) not more than three
months following the date of employment termination; provided, however,
should termination of employment (A) result from the death or Permanent
and Total Disability of the Participant, the period referenced in
clause (iii) hereof shall be one year or (B) be for Cause or initiated
by Employee without the Company's consent, the SAR will terminate on
the date of employment termination.
<PAGE>
For purposes of the Plan, a leave of absence approved by the Company shall not
be deemed to be termination of employment unless otherwise provided in the
Agreement or by the Company on the date of the leave of absence.
(c) Subject to the terms of the Agreement with the
Participant, if a Participant shall die or become subject to a
Permanent and Total Disability prior to the termination of employment
with the Company, Parent or Subsidiary and prior to the termination of
a SAR, such SAR may be exercised to the extent that the Participant
shall have been entitled to exercise it at the time of death or
disability, as the case may be, by the Participant, the estate of the
Participant or the person or persons to whom the SAR may have been
transferred by will or by the laws of descent and distribution.
(d) Except as otherwise expressly provided in the Agreement
with the Participant, in no event will the continuation of the term of
a SAR beyond the date of termination of employment allow the Employee,
or his beneficiaries or heirs, to accrue additional rights under the
Plan, have additional SARs available for exercise or to receive a
higher benefit than the benefit payable as if the SAR was exercised on
the date of employment termination.
8.7 Upon the termination or lapse for any reason of Shares of a SAR
which may be issued under the Plan, the number of Shares of such SAR that were
terminated or lapsed shall be again available for Award under the Plan.
8.8 The Participant shall have no rights as a stockholder with respect
to a SAR. In addition, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or rights except as provided in Section 6.1(f) hereof.
9. RESTRICTED STOCK
9.1 The Committee may award to a Participant Restricted Stock under
such terms or conditions as the Committee, in its sole discretion, shall
determine and as otherwise provided herein.
9.2 Restricted Stock shall be Shares which are subject to a Restriction
Period.
9.3 Should the Participant terminate employment for any reason other
than death or Permanent and Total Disability, all Restricted Stock which is
still subject to the Restriction Period shall be forfeited and returned to the
Company for no payment.
9.4 Upon such forfeiture, Shares representing such forfeited Restricted
Stock shall again become available for Award under the Plan.
<PAGE>
9.5 The Committee may require under such terms and conditions, as it
deems appropriate or desirable, that the certificates for Restricted Stock
awarded under the Plan may be held by the Company or its designee until the
Restriction Period expires. In addition, the Committee may place upon such
certificate such legend as the Committee deems necessary or appropriate and may
require as a condition of any receipt of Restricted Stock that the Participant
shall deliver a stock power endorsed in blank relating to the Restricted Stock.
10. AMENDMENT OR DISCONTINUANCE OF PLAN
10.1 This Board may at any time amend, suspend or discontinue the Plan;
provided, however, that without further approval of the shareholders of the
Company no amendments by the Board shall:
(a) Change the class of Employees eligible to participate.
(b) Increase the aggregate number of Shares which may
be issued under the Plan, except as provided in Section 5.1 of the
Plan, or
(c) Otherwise be made if shareholder approval is required to
satisfy the requirements of Rule 16b-3 promulgated under the 1934 Act.
10.2 No amendments to the Plan shall alter or impair any Award granted
under the Plan without the consent of the holders thereof.
10.3 Notwithstanding any other provision of this Article 10, the Board
may change the class of Employees eligible to participate or increase the
aggregate number of Shares which may be issued under the Plan, where any future
amendment or repeal of Section 422 of the Code permits such action without
resulting in the disqualification of an Option for the tax benefits provided
pursuant to Code Section 421, unless otherwise required by Rule 16b-3.
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 Company against the reasonable expenses, including attorney's
fees, actually incurred in connection with the defense of any pending,
threatened or possible action, suit or proceeding, or in connection with any
pending, threatened or possible appeal therein, to which they or any of them may
be a party by reason of any actual or alleged action taken or failure to act
under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by the Company) 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 willful misconduct in the performance of his
duties; provided that within sixty days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
<PAGE>
12. NO OBLIGATION TO EXERCISE OPTION OR SAR
The granting of an Option, SAR or Restricted Stock shall impose no
obligation upon the Participant to exercise such Option or SAR or accept such
Restricted Stock.
13. EFFECTIVE DATE; DURATION OF THE PLAN
13.1 The Plan shall become effective as of September 1, 1995.
13.2 No Award may be made after the tenth anniversary of the
Effective Date of the Plan.
14. EFFECT OF PLAN
The making of an Award under the Plan shall not give the Participant
any right to similar grants in future years or any right to be retained in the
employ of the Company, the Parent or a Subsidiary, and a Participant shall
remain subject to discharge to the same extent as if the Plan were not in
effect.
COMPUTER MANAGEMENT SCIENCES, INC.
By:/s/ Jerry W. Davis
-------------------------------
Jerry W. Davis
President and Chief Executive Officer
Date: September 6, 1995
MIACO CORPORATION
STOCK OPTION PLAN (1991)
1 PURPOSE.
The purpose of the MIACO Corporation Stock Option Plan (the "Plan") is to
provide a means by which MIACO Corporation (the "Corporation"), through the
grant of stock options to employees deemed eligible by the Corporation's Board
of Directors, may attract and retain persons of ability and motivate these
persons to exert their best efforts on behalf of the Corporation. It is intended
that any option granted under the Plan shall not be an incentive stock option
under Section 422A of the Internal Revenue Code of 986, as amended.
2. SHARES SUBJECT TO THE PLAN.
There shall be reserved 500,000 shares of the voting common stock of the
Corporation for which options may be granted under the Plan. The reserved shares
may be authorized and unissued shares or treasury shares of the Corporation or
any combination of both as determined by the Board of Directors of the
Corporation. If an option granted under the Plan expires, terminates or is
cancelled for any reason, the shares of stock representing that option shall be
available again under the Plan.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the Corporation.
Subject to and not inconsistent with the provisions of the Plan, the Board shall
have complete authority in its discretion to interpret all provisions of the
Plan consistently with the law, to prescribe the form of the instrument
evidencing any option granted under the Plan, to adopt, amend and rescind
general and special rules and regulations for the administration of the Plan and
to mike all other determinations necessary or advisable for the administration
of the Plan,
4. ELIGIBILITY AND GRANT OF OPTIONS UNDER THE PLAN.
Options may be granted to those officers, executives, supervisory and other
employees of the Corporation as may be determined by the Board of Directors in
its sole discretion.
No option shall be granted under the Plan after 31 March 1996.
5. TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER THE PLAN.
Each option granted under the Plan shall be evidenced by an agreement in a form
determined by the Board. Such agreement shall be subject to the following
express terms and conditions and such other terms and conditions as the Board
may deem appropriate.
(a) Option Period. Each option agreement shall specify the period for which the
option thereunder is granted and shall provide that the option shall expire at
the end of such period. The period for which an option is granted may not exceed
10 years from the grant of the option.
(b) Exercise of Option. An option granted to an optionee shall be
exercisable subject to the following express terms and conditions,
<PAGE>
(i) During the Continuous Employment of the Optionee. Each option shall be
exercisable from time to time over a period beginning on the date of grant of
the option and ending on the earlier of the expiration, termination or
cancellation of the option; provided, however, that the Board may by the
provisions of any option agreement limit the number of shares purchasable under
the agreement in any period or periods of time during winch the option is
exercisable.
(ii) After the termination of employment of the optionee. If an optionee ceases
to be a continuous employee of the Corporation for any reason, his right to
exercise any option under the Plan shall terminate on the date that his
continuous employment first ceases. An employee of the Corporation shall be
deemed a "continuous employee" of the Corporation if the employee is a full time
employee, actively working on the Corporation's behalf. An employee shall be
deemed a "continuous employee" hereunder notwithstanding the fact that he or she
is not actively working on the Corporation's behalf due to either (a) a
short-term disability leave; (b) a leave of absence due to a documented medical
emergency in the employee's immediate family; or (c) a leave of absence due to
the employee having been called to active duty in the military service of the
United States of America. The employee shall be deemed not to be a "continuous
employee" in the event his or her absence from active employment exceeds a total
of ninety days due to one or more of the circumstances set forth in subsections
5(b)(ii)(a-c) above, The Board of Directors of the Corporation, in its capacity
as the responsible body for administration of this Plan, shall have sole
discretion in interpreting any questions which arise under this subsection
5(b)(ii).
(c) Option Price. The option price per share shall be determined by the
Board.
(d) Payment Of Purchase Price Upon Exercise. Each option shall provide that
the purchase price of the shares for which an option may be exercised shall be
paid in cash to the Corporation at the time of exercise.
(e) Nontransferability. No option granted under the Plan shall be
transferable. During his lifetime, an option shall be exercisable only by the
optionee.
(f) Investment Representation and Acknowledgement of Transfer Restrictions. The
shares of stock to be issued upon the exercise of all or any portion of any
option granted under the Plan shall be issued on the condition that the optionee
acknowledges and agrees to the Corporation's absolute right to veto any proposed
transfer of shares received upon exercise of options granted hereunder or to
repurchase any such shares upon a proposed transfer or upon termination of the
optionee's employment and that the optionee represents that the option and
purchase of stock upon exercise of the option shall be for investment purposes
and not with a view to resale, distribution, offering, transferring, mortgaging,
pledging, hypothecating or otherwise disposing of any such stock under
circumstances which would constitute a public offering or distribution under the
Securities Act of 1933 or the securities laws of any state. No shares of stock
shall be issued upon the exercise of any option unless the Corporation shall
have received from the optionee a written statement satisfactory to the
Corporation, or its counsel, containing the above agreements, acknowledgments
and representations, stating that a certificate representing such shares may
bear a legend or legends restricting their transfer and stating that the
Corporation's transfer agent or agents may be given instructions to stop
transfer of any certificate bearing such legend or legends.
(g) No Rights as a Shareholder. No optionee shall have any rights as a
shareholder with respect to any share subject to his option prior to the date of
issuance to him of a certificate for such share.
<PAGE>
(h) No Rights To Continued Employment. The Plan and any option granted
under the Plan shall neither confer upon any optionee any right with respect to
continuance of employment by the Corporation, nor shall it interfere in any way
with the right of the Corporation to terminate his employment at any time,
(i) Merger or Sale of Assets. If the Corporation or its stockholders enter into
an agreement to dispose of all, or substantially all, of the assets or
outstanding capital stock of the Corporation or to transfer more than 50% of the
capital stock of the Corporation by means of a sale or liquidation, or a merger
or reorganization in which the Corporation or a business entity which is not
owned by the stockholders who own at least 50% of the Corporation's outstanding
capital stock immediately prior to such transaction ("Affiliate") is not the
surviving corporation, the unexercised portion of any option shall be terminated
as of the effective date of such sale, liquidation, merger or reorganization;
provided, however, that the Board shall give written notice of the agreement to
an optionee, and during the period beginning when the optionee receives the
notice and ending 60 days after that notice date, the optionee shall have the
right, conditioned upon consummation of the contemplated sale, transfer or
transaction, to exercise his unexercised option(s) under the Plan without regard
to installment exercise limitations, if any; provided further, that the
option(s) may not be exercised after the fixed period of the option(s). No
rights shall arise under this subsection as a result of a redemption by the
Corporation or Affiliate of capital stock of the Corporation which is triggered
by the death of one of the Corporation's shareholders or by the execution of an
agreement contemplating such a redemption.
6. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of options under the Plan and the obligation of
the Corporation to sell and deliver shares under such options, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The
Corporation shall not be required to issue or deliver any certificates for
shares of common stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any governmental body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable,
7. AMENDMENT AND DISCONTINUANCE.
The Board may amend, suspend or discontinue the Plan; provided, however, that no
action of the Board of Directors may (a) increase the number of shares reserved
for options pursuant to Section 2 or (b) permit the granting of options which
expire beyond the period provided for in Section 5(a). Without the written
consent of an optionee, no amendment or suspension of the Plan shall alter or
impair any option previously granted to him under the Plan,
8. EFFECTIVE DATE.
The effective date of the Plan shall be 1 April 1991.
9. NAME OF THE PLAN.
The Plan shall be known as the MIACO Corporation Stock Option Plan.
<PAGE>
10. EFFECT OF THE PLAN ON OTHER STOCK PLANS.
The adoption of the Plan shall have no effect on awards made or to be made
pursuant to other stock plans covering employees of the Corporation, a parent
corporation or any predecessors or successors thereto.
Exhibit 5
May 28, 1999
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 19,590 shares of your Common
Stock, together with associated rights, issuable pursuant to the
Computer Management Sciences, Inc. 1995 Stock Incentive Plan and the
Miaco Corporation Stock Option Plan (1991) (collectively, the "Plans").
As such counsel, I have examined your Restated Certificate of
Incorporation, your By-Laws as amended to date, the above plans and
such other corporate documents, minutes and records as I have deemed
appropriate.
Based upon the foregoing, it is my opinion that the 19,590
shares issuable in the aggregate pursuant to the Plans will be, upon
issuance thereof in accordance with the Plans, 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
--------------------
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 19,590 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.
ERNST & YOUNG LLP
New York, New York
May 26, 1999
