Registration No. 333-30842
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 Plaza
Islandia, New York 11749-7000
(Address of principal executive offices)(Zip Code)
KNOWLEDGE WARE, INC. 1988 STOCK INCENTIVE PLAN
STERLING SOFTWARE, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
MYSTECH ASSOCIATES, INC. STOCK OPTION PLAN
SYNON 1990 STOCK OPTION PLAN
SYNON EXECUTIVE SHARE OPTION SCHEME (U.K.)
STERLING SOFTWARE, INC. 1999 EMPLOYEE STOCK OPTION PLAN
INFORMATION ADVANTAGE, INC. 1997 EQUITY INCENTIVE PLAN
INFORMATION ADVANTAGE, INC. 1992 STOCK OPTION PLAN
IQ SOFTWARE CORPORATION 1987 STOCK OPTION PLAN
IQ SOFTWARE CORPORATION 1993 STOCK OPTION PLAN
IQ SOFTWARE CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
STERLING SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN
BACHMAN INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1986 INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. AMENDED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
CADRE TECHNOLOGIES, INC. 1988 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
CADRE TECHNOLOGIES, INC. 1989 NON-STATUTORY STOCK OPTION 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 11749-7000
(Name and address of agent for service)
(631) 342-5224
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------- ---------------- ------------ ---------- -------------
Title of Amount to be Proposed Proposed Amount of
Securities Registered (2) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered (1) Price Offering
Per Share (3) Price
- --------------- ---------------- ------------ ---------- -------------
<S> <C> <C> <C> <C>
Common Stock, 7,000,000 Shares $64.00 $448,000,000 $118,272
$.10 par value
per share,
together with
the associated
right to purchase
shares of Series
One Junior
Participating
Preferred Stock,
Class A, without
par value.
- --------------- ---------------- ------------ ---------- -------------
<FN>
(1) Rights are attached to and trade with the Registrant's Common Stock and
are issued for no additional consideration. The value attributable to
Rights, if any, is reflected in the market price of the Common Stock. No
additional registration fee is required.
</FN>
<FN>
(2) In addition, pursuant to Section 416 under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional
shares of Common Stock which may become issuable by reason of any stock
split, stock dividend recapitalization or other similar transaction
effected without consideration which results in an increase in the number
of the Company's outstanding shares of Common Stock.
</FN>
<FN>
(3) Estimated solely for the purpose of computing the amount of the
registration fee under Rules 457(c) and 457(h) of the Securities Act of
1933, as amended.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Computer Associates International, Inc. (the "Company") hereby incorporates
by reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's annual report on Form 10-K for its fiscal year ended
March 31, 1999;
(b) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since March 31, 1999; and
(c) The description of the Company's common stock, par value $.10 per
share, outlined in the Company's registration statement on Form 8-A filed under
the Exchange Act, which in turn incorporates by reference the description in the
Company's Registration Statement on Form S-1 (Registration No. 2-74618) filed
under the Securities Act of 1933, as amended (the "Securities Act").
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
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
Company's common stock to be issued pursuant hereto, is employed by the Company
as Senior Vice President and General Counsel. Mr. Woghin is the beneficial
owner of 15,027 shares (including 4,098 shares credited to his account in the
Company's tax qualified profit sharing plan), and of options to purchase
67,874 shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers
As permitted by Section of 145 of the Delaware General Corporation Law,
Article EIGHTH of the Company'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 Company'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 Company maintains insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at
the request of the Company 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 Company would have the
power to indemnify him against such liability under the provisions of the
Company's Restated Certificate of Incorporation, as amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
<PAGE>
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
21st day of March, 2000.
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
- ----------------------
Charles B. Wang Chairman, Chief Executive Officer and March 21, 2000
Director (Principal Executive Officer)
/s/ Ira Zar
- ----------------------
Ira Zar Senior Vice President and Chief March 21, 2000
Financial Officer (Principal Financial
and Accounting Officer)
/s/ Russell M. Artzt
- ----------------------
Russell M. Artzt Director March 21, 2000
/s/ Alphonse M. D'Amato
- ----------------------
Alfonse M. D'Amato Director March 21, 2000
/s/ Willem F.P. de Vogel
- ----------------------
Willem F.P. de Vogel Director March 21, 2000
/s/ Irving Goldstein
- ----------------------
Irving Goldstein Director March 21, 2000
/s/ Richard A. Grasso
- ----------------------
Richard A. Grasso Director March 21, 2000
/s/ Shirley Strum Kenny
- ----------------------
Shirley Strum Kenny Director March 21, 2000
/s/ Sanjay Kumar
- ----------------------
Sanjay Kumar Director March 21, 2000
/s/ Roel Pieper
- ----------------------
Roel Pieper Director March 21, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibits to
Exhibit Number Description This Report
4.1 Provisions of the Restated Certificate of *
Incorporation of Computer Associated dated
February 3, 1999, that define the rights of
security holders of Computer Associates
(incorporated by reference to Exhibit 3(I)
to Computer Associates Form 10-Q for the
quarter ended December 31, 1998)
4.2 Provisions of the Bylaws of Computer *
Associates, as amended effective January 19,
1999, that define the rights of security
holders of Computer Associates (incorporated
by reference to Exhibit 3(II) to Computer
Associates Form 10-Q for the quarter ended
December 31, 1998)
4.3 Rights Agreement ("Rights Agreement") dated *
as of June 18, 1991 between Computer
Associates and Manufacturers Hanover Trust
Company (incorporated by reference to Exhibit
4 to Computer Associates' Form 8-K dated
June 18, 1991)
4.4 Amendment No. 1 dated May 17, 1995 to Rights *
Agreement (incorporated by reference to
Exhibit C to Computer Associates' Form 10-K
for the fiscal year ended March 31, 1995)
4.5 Knowledge Ware, Inc. 1988 Stock Incentive Plan *
(incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 033-56681 on
December 1, 1994)
4.6 Sterling Software, Inc. Amended And Restated *
1996 Stock Option Plan (incorporated by
reference to the Sterling Software, Inc.
Proxy Statement filed on April 24, 1996)
4.7 Mystech Associates, Inc. Stock Option Plan *
(incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 333-58825 on
July 10, 1998)
4.8 Synon 1990 Stock Option Plan (incorporated *
by reference to Registration Statement on
Form S-8 filed by Sterling Software, Inc.,
Reg. No. 333-60475 on August 3, 1998)
<PAGE>
4.9 Synon Executive Share Option Scheme (U.K.) *
(incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 333-60475 on
August 3, 1998)
4.10 Sterling Software, Inc. 1999 Employee Stock *
Option Plan (incorporated by reference to
Registration Statement on Form S-8 filed by
Sterling Software, Inc., Reg. No. 333-78463
on May 14, 1999)
4.11 Information Advantage, Inc. 1997 Equity *
Incentive Plan (incorporated by reference to
Registration Statement on Form S-8 filed by
Sterling Software, Inc., Reg. No. 333-86369
on September 1, 1999)
4.12 Information Advantage, Inc. 1992 Stock Option *
Plan (incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 333-86369 on
September 1, 1999)
4.13 IQ Software Corporation 1987 Stock Option Plan *
(incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 333-86369 on
September 1, 1999)
4.14 IQ Software Corporation 1993 Stock Option Plan *
(incorporated by reference to Registration
Statement on Form S-8 filed by Sterling
Software, Inc., Reg. No. 333-86369 on
September 1, 1999)
4.15 IQ Software Corporation 1994 Non-Employee *
Director Stock Option Plan (incorporated by
reference to Registration Statement on Form
S-8 filed by Sterling Software, Inc.,
Reg. No. 333-86369 on September 1, 1999)
4.16 Sterling Software, Inc. Employee Stock Purchase
Plan (incorporated by reference to the Proxy
Statement filed by Sterling Software, Inc. on
January 28, 1998)
4.17 Bachman Information Systems, Inc. Amended And
Restated 1986 Incentive And Nonqualified Stock
Option Plan (incorporated by reference to
Registration Statement on Form S-8 filed by
Sterling Software, Inc., Reg. No. 333-66167 on
October 27, 1998)
<PAGE>
4.18 Cayenne Software, Inc. Amended 1996 Incentive
And Nonqualified Stock Option Plan (incorporated
by reference to Registration Statement on
Form S-8 filed by Sterling Software, Inc.,
Reg. No. 333-66167 on October 27, 1998)
4.19 Cayenne Software, Inc. 1998 Nonqualified Stock
Option Plan (incorporated by reference to
Registration Statement on Form S-8 filed by
Sterling Software, Inc., Reg. No. 333-66167
on October 27, 1998)
4.20 Cadre Technologies, Inc. 1988 Incentive And
Non-Statutory Stock Option Plan (incorporated
by reference to Registration Statement on
Form S-8 filed by Sterling Software, Inc.,
Reg. No. 333-66167 on October 27, 1998)
4.21 Cadre Technologies, Inc. 1989 Non-Statutory
Stock Option Plan (incorporated by reference
to Registration Statement on Form S-8 filed by
Sterling Software, Inc., Reg. No. 333-66167 on
October 27, 1998)
5 Opinion of Steven M. Woghin, Esq. as to the
legality of the shares being offered
23.1 Consent of Ernst & Young LLP Exhibit 23.1
23.2 Consent of Ernst & Young LLP Exhibit 23.2
23.3 Consent of KPMG LLP Exhibit 23.3
23.4 Consent of Arthur Andersen LLP Exhibit 23.4
23.5 Consent of Luboshitz, Kasierer & Co. Exhibit 23.5
23.6 Consent of Steven M. Woghin, Esq. Filed as Exhibit 5
(contained in his opinion in Exhibit 5)
24 Power of Attorney (see signature page)
* Incorporated by reference
Exhibit 5
March 21, 2000
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749-7000
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
7,000,000 shares of your Common Stock, together with associated rights,
issuable pursuant to Knowledge Ware, Inc. 1988 Stock Incentive Plan; Sterling
Software, Inc. Amended And Restated 1996 Stock Option Plan; Mystech Associates,
Inc. Stock Option Plan; Synon 1990 Stock Option Plan; Synon Executive Share
Option Scheme (U.K.); Sterling Software, Inc. 1999 Employee Stock Option Plan;
Information Advantage, Inc. 1997 Equity Incentive Plan; Information Advantage,
Inc. 1992 Stock Option Plan; IQ Software Corporation 1987 Sock Option Plan; IQ
Software Corporation 1993 Stock Option Plan; IQ Software Corporation 1994
Non-Employee Director Stock Option Plan; Sterling Software, Inc. Employee Stock
Purchase Plan; Bachman Information Systems, Inc. Amended And Restated 1986
Incentive And Nonqualified Stock Option Plan; Cayenne Software, Inc. Amended
1996 Incentive And Nonqualified Stock Option Plan; Cayenne Software, Inc. 1998
Nonqualified Stock Option Plan; Cadre Technologies, Inc. 1988 Incentive And
Non-Statutory Stock Option Plan; Cadre Technologies, Inc. 1989 Non-Statutory
Stock Option Plan (the "Plans"). As such Counsel, I have examined your Restated
Certificate of Incorporation, your By-Laws as amended to date, the Registration
Statement, the Plans, and such other corporate documents, minutes and records as
I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 7,000,000 shares reserved
for issuance in the aggregate pursuant to the Plans are duly authorized, and
when issued against payment of the purchase price therefor in accordance with
the Plans, will be validly issued, fully paid and nonassessable.
I hereby consent to the reference to me in the Registration Statement where it
appears 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 Form S-8 of Computer
Associates of our report dated February 10, 1998 except for Note 14, as to which
the date is March 14, 1998, with respect to the consolidated financial
statements and schedule of Logic Works, Inc. as of December 31, 1997 and for
each of the three years in the period ended December 31, 1997, included in the
Annual Report (Form 10-K) of Platinum Technology International, Inc. for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Metro Park, New Jersey
March 14, 2000
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference on Form S-8 of Computer Associates
of our report dated May 26, 1999 with respect to the consolidated financial
statements and schedule of Computer Associates International, Inc. as of March
31, 1999 and for each of the three years in the period ended March 31, 1999,
included in its Annual Report (Form 10-K) for the year ended March 31, 1999
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
March 14, 2000
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Platinum technology International, inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Computer Associates International, Inc. of our report dated March
29, 1999, with respect to the consolidated balance sheets of Platinum technology
International, inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity,
comprehensive loss, and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in the Form 8-K of Computer
Associates International, Inc. dated May 28, 1999.
/s/ KPMG LLP
Chicago, Illinois
March 14, 2000
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 (expected to be filed by
Computer Associates International, Inc. on March 15, 2000) of our report dated
January 19, 1998, for Mastering, Inc. included in PLATINUM technology
International, inc.'s 1998 Form 10-K and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
March 14, 2000
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Memco Software, Ltd., we hereby consent to
the incorporation by reference of our report dated March 25, 1999 included or
made part of this Computer Associates International, Inc. Registration Statement
filed on Form S-8, and to all references to our Firm included in this
Registration Statement on Form S-8.
/s/ Luboshitz Kasierer
LUBOSHITZ KASIERER
Member Firm of Arthur Andersen
Tel Aviv, Israel
March 14, 2000
