As filed with the Securities and Exchange Commission on September 3, 1997.
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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CVS CORPORATION 1996 DIRECTORS STOCK PLAN
CVS CORPORATION OMNIBUS STOCK INCENTIVE PLAN
CVS CORPORATION 1989 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
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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)
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CALCULATION OF REGISTRATION FEE
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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 2,933,553 $56.875 $166,845,827 $50,559
($.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 (pursuant to 17 CFR Sec. 230.416).
(2) The 2,933,553 shares are issuable under the CVS Corporation ("CVS") 1996
Directors Stock Plan, the CVS Omnibus Stock Incentive Plan, and the CVS
1989 Directors Stock Option Plan. In accordance with Rule 457(c) and
(h)(1) under the Securities Act of 1933, as amended, the proposed
maximum offering price per share and the proposed maximum aggregate
offering price are calculated using the average of the high and low
sales price of CVS common stock on the New York Stock Exchange on
August 29, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This CVS Corporation ("CVS") registration statement relates to 2,933,553
shares of and/or options on common stock, par value $.01 per share, of CVS
("CVS Common Stock") to be offered pursuant to the CVS 1996 Directors Stock
Plan, the CVS Omnibus Stock Incentive Plan, and the CVS 1989 Directors Stock
Option Plan. CVS has previously filed with the Securities Exchange Commission
a registration statement on Form S-8 for 5,000,000 shares of CVS Common Stock
issued or to be issued pursuant to the CVS Omnibus Stock Incentive Plan.
Item 3. Incorporation of Certain Documents By Reference
CVS hereby incorporates, or will be deemed to have incorporated, herein by
reference the following documents filed with the Securities Exchange
Commission (File No. 1-1011):
(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 D.S., Inc. 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 February 7, 1997, March
26, 1997, May 31, 1997, July 16, 1997 and July 17, 1997 (as amended
by Form 8-K/A filed on July 23, 1997);
(4) The CVS Registration Statement on Form S-8 filed under the
Securities Act of 1933, as amended, on May 7, 1991;
(5) All other reports filed by CVS pursuant to Section 13(a) or 15(d) of
the Exchange Act, since December 31, 1996; and
(6) 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.
(7) 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, among CVS, Revco D.S., Inc.
("Revco") and North Acquisition Corp., a wholly owned subsidiary of CVS (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. The Merger
Agreement also provides that for a period of six years following May 29, 1997
(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.
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 Arthur Andersen LLP.
23.3 Consent of Davis Polk & Wardwell (included in the opinion filed as
Exhibit 5 to this Registration Statement).
24 Power 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 September 3,
1997.
CVS CORPORATION
(Registrant)
Date: September 3, 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 September 3, 1997
- --------------------------- Officer and Director (Principal Executive
(Stanley P. Goldstein) Officer)
/s/ Charles C. Conaway Executive Vice President and Chief September 3, 1997
- --------------------------- Financial Officer (Principal Financial and
(Charles C. Conaway) Accounting Officer)
* Director September 3, 1997
- ---------------------------
(Allan J. Bloostein)
* Director September 3, 1997
- ---------------------------
(W. Don Cornwell)
* Director September 3, 1997
- ---------------------------
(Thomas P. Gerrity)
* Director September 3, 1997
- ---------------------------
(William H. Joyce)
* Director September 3, 1997
- ---------------------------
(Terry R. Lautenbach)
* Director September 3, 1997
- ---------------------------
(Terrence Murray)
* Director September 3, 1997
- ---------------------------
(Sheli Z. Rosenberg)
* Vice Chairman of the Board, Chief September 3, 1997
- --------------------------- Operating Officer and Director
(Thomas M. Ryan)
* Director September 3, 1997
- ---------------------------
(Ivan G. Seidenberg)
* Director September 3, 1997
- ---------------------------
(Patricia Carry Stewart)
* Director September 3, 1997
- ---------------------------
(Thomas O. Thorsen)
* Director September 3, 1997
- ---------------------------
(M. Cabell Woodward, Jr.)
*/s/ Charles C. Conaway September 3, 1997
- ---------------------------
(Charles C. Conaway)
Attorney-in-Fact
</TABLE>
EXHIBIT 5
EXHIBIT 5
[Letterhead of Davis Polk & Wardwell]
September 3, 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 on the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration by CVS of shares (the "Plan Shares") of
common stock, par value $.01 per share of CVS to be issued pursuant to the
CVS 1996 Directors Stock Plan, the CVS Omnibus Stock Incentive Plan, and
the CVS 1989 Directors Stock Option Plan (collectively, the "CVS Plans").
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 Plan 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
Plan Shares have been duly authorized, and when issued and delivered in
accordance with the terms and conditions of the CVS Plans, 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
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 CVS Corporation of our reports dated July 16, 1997
relating to the consolidated financial statements for the periods ended
December 31, 1996, which reports are included in the Quarterly Report on
Form 10-Q for the quarter ended June 28, 1997, which reports are based on
our audits and the reports of other auditors.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Providence, Rhode Island
August 28, 1997
EXHIBIT 23.2
EXHIBIT 23.2
[Arthur Andersen LLP Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our reports dated
July 15, 1997 and July 27, 1995 included in CVS Corporation Form 8-K dated
July 17, 1997 (as amended by Form 8-K/A filed on July 23, 1997) and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Cleveland, Ohio
August 28, 1997
EXHIBIT 24
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 to be issued
pursuant to the CVS 1996 Directors Stock Plan, the CVS Omnibus Stock
Incentive Plan, and the CVS 1989 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)
- -------------------------
(Sheli Z. Rosenberg)
- -------------------------
(Ivan G. Seidenberg)
- -------------------------
(Patricia Carry Stewart)
- -------------------------
(Thomas O. Thorsen)
- -------------------------
(M. Cabell Woodward, Jr.)
