Registration No. 333-
________________________________________________________________________________
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)
YEAR 2000 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 11749-7000
(Name and address of agent for service)
(631) 342-5224
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered(1) Registered (2) Share (3) Price Fee
- ---------------------- --------------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par 30,000,000 Shares $56.60 $1,698,000,000 $448,272
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. The
Year 2000 Employee Stock Purchase Plan establishes a purchase price equal to 85%
of the fair market value of the Company's Common Stock on certain dates and,
therefore, the price for purchase rights under this plan is based upon 85% of
the average of the high and low prices of the Common Stock on February 25, 2000
as reported on the New York Stock Exchange composite Tape
</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
information set forth in the registration statement; and
<PAGE>
(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
28th day of February, 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 Director (Principal
Executive Officer) February 28, 2000
/s/ Ira Zar
- ----------------------------------------
Ira Zar Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer) February 28, 2000
/s/ Russell M. Artzt
- ----------------------------------------
Russell M. Artzt Director February 28, 2000
/s/ Alfonse M. D'Amato
- ----------------------------------------
Alfonse M. D'Amato Director February 28, 2000
/s/ Willem F.P. de Vogel
- ----------------------------------------
Willem F.P. de Vogel Director February 28, 2000
/s/ Irving Goldstein
- ----------------------------------------
Irving Goldstein Director February 28, 2000
/s/ Richard A. Grasso
- ----------------------------------------
Richard A. Grasso Director February 28, 2000
/s/ Shirley Strum Kenny
- ----------------------------------------
Shirley Strum Kenny Director February 28, 2000
/s/ Sanjay Kumar
- ----------------------------------------
Sanjay Kumar Director February 28, 2000
- ----------------------------------------
Roel Pieper Director February 28, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibits to
Exhibit Number Description This Report
4.1 Provisions of the Restated Certificate of *
Incorporation of Computer Associates 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 Year 2000 Employee Stock Purchase Plan *
(incorporated by reference to Exhibit A to Computer
Associates' definitive Proxy Statement dated
July 12, 1999)
5 Opinion of Steven M. Woghin, Esq. as to the Exhibit 5
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
23.4 Consent of KPMG LLP Exhibit 23.3
23.5 Consent of Arthur Andersen LLP Exhibit 23.4
23.6 Consent of Luboshitz, Kasierer & Co. Exhibit 23.5
23.7 Consent of Steven M. Woghin, Esq. Filed as Exhibit 5
(contained in his opinion to Exhibit 5)
<PAGE>
24 Power of Attorney (see signature page)
* Incorporated by reference
Exhibit 5
February 28, 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
30,000,000 shares of your Common Stock, together with associated rights,
issuable pursuant to the Year 2000 Employee Stock Purchase Plan (the "Plan"). As
such Counsel, I have examined your Restated Certificate of Incorporation, your
By-Laws as amended to date, the Registration Statement, the Plan, and such other
corporate documents, minutes and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 30,000,000 shares
reserved for issuance in the aggregate pursuant to the Plan are duly authorized,
and when issued against payment of the purchase price therefor in accordance
with the Plan, 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 Registration Statement (Form
S-8) for an aggregate of 30,000,000 shares of Common Stock, $.10 par value
pertaining to the Year 2000 Employee Stock Purchase Plan of our report dated
February 10, 1998 except for note 14, as to which the date is March 14, 1999,
with respect to the consolidated financial statements of Logic Works, Inc. as of
December 31, 1997 and for each of the three years in the period then ended,
incorporated by reference in Form 8-K/A of Computer Associates International,
Inc. filed with the Securities and Exchange Commission on May 28, 1999.
/s/ Ernst & Young LLP
New York, New York
February 24, 2000
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for an aggregate of 30,000,000 shares of Common Stock, $.10 par value
pertaining to the Year 2000 Employee Stock Purchase Plan of our report dated May
26, 1999, with respect to the consolidated financial statements and schedule of
Computer Associates International, Inc. and subsidiaries as of March 31, 1999
and for each of the three years in the period then ended 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
February 24, 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
February 24, 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 February 25, 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
February 25, 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
February 24, 2000
