As filed with the Securities and Exchange Commission on May 29, 1997.
Registration No.
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
CVS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0494040
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
One CVS Drive
Woonsocket, Rhode Island 02895
(Address, Including Zip Code, of Principal Executive Offices)
_____________________
CVS 1997 INCENTIVE COMPENSATION PLAN
CVS REVCO D.S., INC. 1992 LONG-TERM INCENTIVE PLAN
CVS REVCO D.S., INC. 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
______________________
Charles C. Conaway
Executive Vice President and Chief Financial Officer
CVS Corporation
One CVS Drive
Woonsocket, RI 02895
(401)765-1500
(Name, Address and Telephone Number, including Area Code,
of Agent for Service)
____________________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Security Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
______________________________________________________________________________
Common Stock 6,700,000 $45.375 $304,012,500 $92,125
($0.01 par value) Shares
______________________________________________________________________________
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) The 6,700,000 shares are issuable under the CVS 1997 Incentive
Compensation Plan, the CVS Revco D.S., Inc. ("Revco") 1992 Long-Term
Incentive Plan, and the Revco 1992 Non-Employee Directors' Stock
Option Plan. The proposed maximum aggregate offering price is based
upon the average of the high and low sales price of CVS common stock
on the New York Stock Exchange on May 22, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
CVS Corporation ("CVS") hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:
(1) The CVS Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (amended by Form 10-K/A filed April 17, 1997);
(2) The CVS/Revco Joint Proxy Statement/Prospectus contained in CVS'
Schedule 14A filed under the Securities Exchange Act of 1934, as amended (
the "Exchange Act") on April 23, 1997.
(3) The CVS Current Reports on Form 8-K filed on Feburary 7, 1997 and March
26, 1997;
(4) All other reports filed by CVS pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1996; and
(5) The description of the CVS Common Stock contained in the CVS Registration
Statement on Form 8-B filed under the Exchange Act on November 5, 1996.
(6) All documents filed by CVS pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Item 6. Indemnification of Officers And Directors
Exculpation. Section 102(b)(7) of the Delaware General Corporation Law
(the "Delaware Law") permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for the payment of unlawful dividends, or for any
transaction from which the director derived an improper personal benefit.
The CVS Certificate of Incorporation limits the personal liability of a
director to CVS and its stockholders for monetary damages for a breach of
fiduciary duty as a director to the fullest extent permitted by law.
Indemnification. Section 145 of the Delaware Law permits a corporation to
indemnify any of its directors or officers who was or is a party, or is
threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the
corporation, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reason to believe that
such person's conduct was unlawful. In a derivative action, i.e., one by
or in the right of a corporation, the corporation is permitted to indemnify
directors and officers against expenses (including attorneys' fees)
actually and reasonably incurred by them in connection with the defense or
settlement of an action or suit if they acted in good faith and in a manner
that they reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made if such
person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The CVS Certificate of Incorporation provides for indemnification of directors
and officers of CVS against liability they may incur in their capacities as
such to the fullest extent permitted under the Delaware Law.
Insurance. CVS has in effect Directors and Officers Liability Insurance with
a limit of $100,000,000 and pension trust liability insurance with a limit of
$50,000,000. This insurance was purchased in layers from National Union Fire
Insurance Company of Pittsburgh, Pennsylvania; Federal Insurance Company of
Warren, New Jersey; Royal Indemnity Company of Charlotte, North Carolina;
Columbia Casualty Insurance Company of Chicago, Illinois; St. Paul Surplus
Lines Company of St. Paul, Minnesota; and Reliance Insurance Company of
Philadelphia, Pennsylvania. The pension trust liability insurance covers
actions of directors and officers as well as other employees with fiduciary
responsibilities under ERISA.
Revco Directors and Officers. The Agreement and Plan of Merger dated as of
February 6, 1997, as amended as of March 19, 1997 (the "Merger Agreement"),
provides that CVS will cause Revco and its Subsidiaries to indemnify
(including the payment of reasonable fees and expenses of legal counsel) the
current or former directors or officers of Revco to the fullest extent
permitted by law for damages and liabilities arising out of facts and
circumstances occurring at or prior to the Effective Time (as defined in the
Merger Agreement). The Merger Agreement also provides that for a period of
six years after the Effective Time CVS will cause to be maintained in effect
Revco's existing policies of directors' and officers' liability insurance as
in effect on February 6, 1997 (provided that CVS may substitute policies with
reputable and financially sound carriers having at least the same coverage and
amounts and containing terms and conditions that are no less advantageous)
with respect to facts or circumstances occurring at or prior to the Effective
Time; provided that if the annual premium for such insurance during such
six-year period exceeds 200% of the annual premiums paid by Revco as of
February 6, 1997 for such insurance (such 200% amount, the "Maximum Premium")
then CVS will cause Revco to provide the most advantageous directors' and
officers' insurance coverage then available for an annual premium equal to the
Maximum Premium. Pursuant to this requirement CVS has purchased, effective
through May 29, 2003, Directors and Officers Liability Insurance with a limit
of $40,000,000 and Fiduciary Liability Insurance with a limit of $25,000,000.
The insurance was purchased in layers from Federal Insurance Company, Gulf
Insurance Company, Reliance Insurance Company, CNA Insurance Company, and
Aetna.
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
5 Opinion of Davis Polk & Wardwell regarding the validity of the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Davis Polk & Wardwell (included in the opinion filed as
Exhibit 5 to this Registration Statement).
24 Powers of Attorney.
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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 the initial
bona fide offering thereof.
(3) To remove from 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 of 1933 may be permitted to directors, officers and controlling persons 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of Woonsocket, State of Rhode Island, on May 29, 1997.
CVS CORPORATION
(Registrant)
Date: May 29, 1997 By: /s/ Charles C. Conaway
--------------------------
Charles C. Conaway
Executive Vice President and
Chief Financial Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------- ------------------------------------------------ --------------
<S> <C> <C>
*
- -------------------------------------- Chairman of the Board, Chief Executive Officer May 29, 1997
(Stanley P. Goldstein) and Director (Principal Executive Officer)
Executive Vice President and Chief Financial May 29, 1997
/s/ Charles C. Conaway Officer (Principal Financial and Accounting
- -------------------------------------- Officer)
(Charles C. Conaway)
*
- -------------------------------------- Director May 29, 1997
(Allan J. Bloostein)
*
- -------------------------------------- Director May 29, 1997
(W. Don Cornwell)
*
- -------------------------------------- Director May 29, 1997
(Thomas P. Gerrity)
*
- -------------------------------------- Director May 29, 1997
(William H. Joyce)
*
- -------------------------------------- Director May 29, 1997
(Terry R. Lautenbach)
*
- -------------------------------------- Director May 29, 1997
(Terrence Murray)
* Vice Chairman of the Board, May 29, 1997
- -------------------------------------- Chief Operating Officer and Director
(Thomas M. Ryan)
*
- -------------------------------------- Director May 29, 1997
(Ivan G. Seidenberg)
*
- -------------------------------------- Director May 29, 1997
(Patricia Carry Stewart)
*
- -------------------------------------- Director May 29, 1997
(M. Cabell Woodward, Jr.)
*/s/ Charles C. Conaway May 29, 1997
- --------------------------------------
(Charles C. Conaway)
Attorney-in-Fact
</TABLE>
EXHIBIT 5
[Letterhead of Davis Polk & Wardwell]
May 29, 1997
CVS Corporation
One CVS Drive
Woonsocket, RI 02895
Ladies and Gentlemen:
We have acted as special counsel to CVS Corporation ("CVS")
in connection with CVS' Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration by CVS of (i) shares (the "CVS Plan Shares")
of common stock, par value $.01 per share ("CVS Common Stock"), of CVS to
be issued pursuant to the CVS 1997 Incentive Compensation Plan and (ii)
shares (the "CVS/Revco Plan Shares", and together with the CVS Plan Shares,
the "Shares") of CVS Common Stock to be issued upon exercise of Adjusted
Options that replace Revco Stock Options under Revco's 1992 Long-Term
Incentive Plan and Revco's 1992 Non-Employee Directors' Stock Option Plan
pursuant to Section 1.04 of the Agreement and Plan of Merger dated as of
February 6, 1997, as amended as of March 19, 1997, among CVS, Revco D.S.,
Inc. and North Acquisition Corp. (the "Merger Agreement"). Capitalized
terms used herein and not otherwise defined have the meaning ascribed
thereto in the Merger Agreement.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates and other instruments, and have conducted such other
investigations of fact and law, as we have deemed necessary or advisable for
the purposes of this opinion.
In rendering this opinion we have assumed that prior to the
issuance of any of the Shares the Registration Statement, as then amended,
will have become effective under the Securities Act.
On the basis of the foregoing, we are of the opinion that the
Shares have been duly authorized, and (i) the CVS Plan Shares, when issued and
delivered in accordance with the terms and conditions of the CVS 1997
Incentive Compensation Plan, will be validly issued, fully paid and
non-assessable, and (ii) the CVS/Revco Plan Shares, when issued and delivered
in accordance with the terms and conditions of the Merger Agreement and the
applicable plan, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Davis Polk & Wardwell
EXHIBIT 23.1
[ KPMG Peat Marwick LLP Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
CVS Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 6, 1997 incorporated by
reference in the Annual Report on Form 10-K of CVS Corporation for the year
ended December 31, 1996.
KPMG PEAT MARWICK LLP
Providence, Rhode Island
May 29, 1997
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, CVS CORPORATION, a Delaware corporation ("CVS"),
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-8 relating to shares of CVS common stock (the "CVS Common
Stock") to be issued pursuant to the CVS 1997 Incentive Compensation Plan and
the following stock-based plans of Revco D.S. Inc.: the 1992 Long-Term
Incentive Plan, and the 1992 Non-Employee Directors' Stock Option Plan.
NOW, THEREFORE, the undersigned hereby appoints Charles C.
Conaway and Thomas M. Ryan, and each of them, as attorney for the undersigned,
for the purpose of executing and filing such Registration Statement or any
amendment thereto, hereby giving said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do if personally
present and hereby ratifying all that said attorney may lawfully do, have done
or cause to be done by virtue hereof. This power of Attorney may be executed
in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
POWER OF ATTORNEY.
Signature
- -------------------------
_________________________
(Stanley P. Goldstein)
_________________________
(Allan J. Bloostein)
_________________________
(W. Don Cornwell)
_________________________
(Thomas P. Gerrity)
_________________________
(William H. Joyce)
_________________________
(Terry R. Lautenbach)
_________________________
(Terrence Murray)
_________________________
(Ivan G. Seidenberg)
_________________________
(Patricia Carry Stewart)
_________________________
(M. Cabell Woodward, Jr.)
