As filed with the Securities and Exchange Commission on December 6, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CUC INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-0918165
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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Cosmo Corigliano
Senior Vice President and Chief Financial Officer
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Amy N. Lipton, Esq.
Senior Vice President and General Counsel
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act reg stration statement number of the earlier effective
registration statement for the same offering.[_] ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
TITLE OF EACH CLASS OF SECURITIES TO Amount to Offering Price per Aggregate Offering Amount of
BE REGISTERED be Registered Share(1) Price (1) Registration Fee (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value................. 741,565 shares $25.31 $18,769,010.15 $5,687.58
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The registration fee for the common stock, $.01 par value, of CUC
International Inc. (the "Common Stock") being registered hereby, $5,687.58,
has been calculated pursuant to Section 6(b) of, and Rule 457(c) under, the
Securities Act of 1933, as amended, as follows: 1/33 of 1% of the product
obtained by multiplying (x) $25.31, the average of the high and low sale
prices per share of the Common Stock as reported in the New York Stock
Exchange, Inc. Composite Transactions on December 4, 1996, and (y) 741,565,
the maximum number of shares of Common Stock to be offered to the public
hereby.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION.
SUBJECT TO COMPLETION -- DATED DECEMBER 6, 1996
PROSPECTUS
741,565 SHARES
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE)
The shares (the "Shares") of common stock, $.01 par value ("Common
Stock"), of CUC International Inc., a Delaware corporation ("CUC" or the
"Company"), offered hereby may be offered for sale from time to time by and for
the respective accounts of Raymond H. Stanton II and Raymond H. Stanton III,
residents of the State of New York (the "Selling Stockholders"). See "Selling
Stockholders." The Selling Stockholders acquired the Shares in connection with
the acquisition by the Company on September 23, 1996 of all the outstanding
capital stock of Dine-A-Mate, Inc., a New York corporation ("Dine-A-Mate"), in
exchange for the issuance to the Selling Stockholders of an aggregate of
1,394,894 shares of Common Stock (the "Dine-A-Mate Acquisition") (after giving
effect to the Company's recent 3-for-2 stock split).
In connection with the Dine-A-Mate Acquisition, the Company and the
Selling Stockholders entered into a Registration Rights Agreement dated
September 23, 1996 (the "Registration Rights Agreement") providing for the shelf
registration of the Shares under the Securities Act of 1933, as amended (the
"Securities Act"). See "Selling Stockholders -- Registration Rights Agreement."
The Company is registering the Shares as required by the provisions of the
Registration Rights Agreement. The Company will not receive any of the proceeds
from the sale of the Shares offered hereby, but has agreed to bear certain
expenses of and relating to the registration of the Shares. The Company and the
Selling Stockholders also have agreed to certain indemnification arrangements
relating to, among other things, liabilities under the Securities Act. See
"Selling Stockholders -- Registration Rights Agreement."
The Selling Stockholders may from time to time offer and sell the Shares
directly, or indirectly through agents or broker-dealers, on terms to be
determined at the time of sale. To the extent required, the names of any agents
or broker-dealers, and applicable commissions or discounts and any other
required information with respect to any particular offer, will be set forth in
an appropriate Prospectus Supplement. The Selling Stockholders and any agents or
broker-dealers that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act and, in such event, any commissions received by them and
any profit realized from the resale of Shares may be deemed to constitute
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange, Inc.
("NYSE") under the symbol "CU." On December 5, 1996, the last reported sale
price per share of the Common Stock as reported in the NYSE Composite
Transactions was $25.625. Unless otherwise indicated, all information set
forth in this Prospectus has been adjusted for and gives effect to the
three-for-two split of the Common Stock effected on October 21, 1996.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; at the following
Regional Offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and at the
Commission's Web site at (http://www.sec.gov). Copies of such material also may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, material
filed by the Company may be inspected at the offices of the NYSE at 20 Broad
Street, New York, New York 10005, on which the shares of Common Stock are
listed.
This Prospectus forms a part of the Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act. This
Prospectus omits certain of the information contained in the Registration
Statement and reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the Common Stock. Any statements contained herein concerning the provisions
of any document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and the amendments thereto) previously filed
with the Commission by the Company (File No. 1-10308) are incorporated by
reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996 (the "CUC 10-K");
(ii) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 30, 1996 and July 31, 1996;
(iii) The Company's Current Reports on Form 8-K, as
filed with the Commission on February 21, 1996, February 22,
1996, March 12, 1996, April 22, 1996, August 5, 1996, August
14, 1996, September 17, 1996, September 19, 1996, September
26, 1996, October 7, 1996 and October 28, 1996; and
(iv) The description of Common Stock in the Company's
registration statements on Form 8-A, as filed with the
Commission on July 27, 1984 and August 15, 1989, including
any amendment or report filed with the Commission for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated
herein by reference and to be a part hereof on and from the date of filing of
such documents. Any statement contained in a document so incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
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The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (not including,
however, the exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for copies of such
documents should be directed to CUC International Inc., 707 Summer Street,
Stamford, Connecticut 06901, Attention: Secretary, telephone: (203) 324-9261.
THE COMPANY
GENERAL
The Company is a leading technology-driven, membership-based consumer
services company. The Company operates its businesses through two separate
business segments, namely the membership-based consumer services segment and the
interactive media segment.
Membership-Based Consumer Services Segment. The Company's primary line
of business is providing membership-based consumer services, which provide more
than 63.8 million customers worldwide with access to a variety of services,
including home shopping, travel, insurance, automobile, dining, home
improvement, lifestyle club, checking account enhancement, discount coupon and
other services. The Company provides such services as individual, wholesale or
discount program memberships ("memberships") and derives its revenues from these
services principally through membership fees. Individual memberships, whereby
members pay directly for services and the Company pays the associated marketing
costs, include Shoppers Advantage(R), Travelers Advantage(R), Autovantage(R) and
insurance products; individual membership fees generally range between $10 and
$250 per year. Wholesale memberships include credit card and checking account
enhancement packages sold through banks and credit unions, and insurance
products sold through credit unions, for which the Company acts as a third-party
administrator; fees for these memberships generally range between $6 and $50 per
year. Discount program memberships, which are sold primarily through
fund-raising institutions or merchant-sponsored or general advertising, include
the Entertainment(R) and Gold C(R) coupon book programs; fees for these
memberships generally range between $10 and $50 per year.
The Company's activities in this area are conducted principally through
its Comp-U-Card division and certain of the Company's wholly-owned subsidiaries,
including FISI, Benefit Consultants, Inc., Interval International Inc. and
Entertainment Publications, Inc.
Interactive Media Segment. As noted below under "Recent Developments,"
the Company recently acquired Davidson & Associates, Inc. ("Davidson") and
Sierra On-Line, Inc. ("Sierra"). Davidson and Sierra develop, publish,
manufacture and distribute high-quality educational/entertainment
("edutainment") and personal productivity (or "how to") interactive multimedia
products for home and school use. These products incorporate characters, themes,
sound, graphics, music and speech in ways that the Company believes are engaging
to the user, and are designed for multimedia personal computers, including
CD-ROM-based personal computer systems, and selected emerging platforms.
Davidson's and Sierra's products are offered through a variety of distribution
channels, including specialty retailers, mass merchandisers, discounters and
schools. See "Recent Developments," set forth below, for a further description
of such acquisitions.
Further Information. For a more detailed description of the various
businesses of the Company, see the descriptions set forth in the CUC 10-K and
the other documents referred to above under "Incorporation of Certain Documents
by Reference" which were previously filed with the Commission by the Company,
Ideon Group, Inc. ("Ideon"), Davidson and Sierra (each of which is incorporated
herein by reference).
Location of Executive Offices. The Company's executive offices are
located at 707 Summer Street, Stamford, Connecticut 06901, and its telephone
number is (203) 324-9261.
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RECENT DEVELOPMENTS
Ideon Acquisition. On August 7, 1996, the Company acquired all of the
outstanding capital stock of Ideon for a purchase price of approximately $393.0
million (the "Ideon Acquisition"). Pursuant to the Ideon Acquisition,
approximately 16.6 million shares of Common Stock were issued to the former
holders of Ideon common stock. The acquisition of Ideon was accounted for as a
pooling-of-interests. Ideon is a holding company with three principal business
units: SafeCard Services, Incorporated ("SafeCard"), Wright Express Corporation
("Wright Express") and National Leisure Group, Inc. ("NLG"). SafeCard, which is
the largest subsidiary of Ideon, is a provider of credit card enhancement and
continuity products and services. Wright Express is a provider of information
processing, information management and financial services to commercial car, van
and truck fleets in the United States. NLG is a provider of vacation travel
packages and cruises directly to consumers in association with established
retailers and warehouse clubs throughout New England, New York and New Jersey
and with credit card issuers and travel club members nationwide.
Davidson Acquisition. On July 24, 1996, the Company acquired all of the
outstanding capital stock of Davidson for a purchase price of approximately $1.0
billion (the "Davidson Acquisition"). Pursuant to the Davidson Acquisition,
approximately 45.1 million shares of Common Stock were issued to the former
holders of Davidson common stock. The Davidson Acquisition was accounted for as
a pooling-of-interests. See "The Company - Interactive Media Segment."
Sierra Acquisition. In addition, on July 24, 1996, the Company acquired
all of the outstanding capital stock of Sierra for a purchase price of
approximately $858.0 million (the "Sierra Acquisition"). Pursuant to the Sierra
Acquisition, approximately 38.4 million shares of Common Stock were issued to
the former holders of Sierra common stock. The Sierra Acquisition was accounted
for as a pooling-of-interests. See "The Company - Interactive Media Segment."
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by the
Selling Stockholders.
SELLING STOCKHOLDERS
Ownership of the Shares. All of the 741,565 Shares offered hereby are
owned beneficially and of record by the Selling Stockholders. The Company has
been informed by the Selling Stockholders that Raymond H. Stanton II is the
record and beneficial owner of an aggregate of 836,937 shares of Common Stock
(including the 444,939 Shares offered for his account hereby) and Raymond H.
Stanton III is the record and beneficial owner of an aggregate of 557,957 shares
of Common Stock (including the 296,626 Shares offered for his account hereby).
Accordingly, Raymond H. Stanton II and Raymond H. Stanton III are offering
hereby for sale by them, from time to time, only 444,939 and 296,626,
respectively, of the 1,394,894 aggregate shares of Common Stock issued to them
in the Dine-A-Mate Acquisition. Other than the Shares, such additional 653,329
shares of Common Stock issued to Raymond H. Stanton II and Raymond H. Stanton
III in the Dine-A-Mate Acquisition (which are not being offered hereby) and
certain Company employee stock options granted to them pursuant to their
respective employment agreements with Dine-A-Mate, Raymond H. Stanton II and
Raymond H. Stanton III do not own any shares of Common Stock or any shares of
other capital stock of the Company (including any securities exercisable or
exchangeable for, or convertible into, shares of Common Stock or other capital
stock). See "- Employment and Other Relationships."
4
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Immediately prior to the consummation of the Dine-A-Mate Acquisition,
the Selling Stockholders were the sole stockholders of Dine-A-Mate. The Shares
issued by the Company to and acquired by the Selling Stockholders pursuant to
the Dine-A-Mate Acquisition represent less than one percent (1%) of the
aggregate outstanding shares of Common Stock. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders. Because
the Selling Stockholders may sell all, some or none of their Shares from time to
time, no estimate can be made of the aggregate number of Shares that may be
offered hereby or that would be owned by the Selling Stockholders upon
completion of the offering to which this Prospectus relates. Accordingly, no pro
forma Common Stock ownership information with respect to the Selling
Stockholders has been set forth herein.
Registration Rights Agreement. Pursuant to the Registration Rights
Agreement, the Company has caused to be prepared and has filed with the
Commission the Registration Statement of which this Prospectus forms a part,
with respect to the sale by the Selling Stockholders from time to time of the
Shares in accordance with the intended methods of distribution described under
"Plan of Distribution." The Company has agreed to use commercially reasonable
efforts to keep the Registration Statement continuously effective for a period
of two years from the effective date thereof, or such shorter period that will
terminate when all of the Shares included in the Registration Statement and
offered by this Prospectus have been sold, subject to customary suspension and
extension periods.
In addition, the Company has agreed to pay all expenses incurred by it
and the Selling Stockholders in connection with the Securities Act registration
of the Shares, including, without limitation, registration and filing fees of
the Commission and the NYSE, reasonable fees and disbursements of counsel to the
Company and the Selling Stockholders, any applicable state securities and "blue
sky" law registration and qualification fees, accountants' fees and expenses,
transfer taxes, fees of transfer agents and registrars, and certain insurance
costs. Moreover, the Company on the one hand, and the Selling Stockholders on
the other hand, have agreed to indemnify each other and certain affiliated
parties and "control persons" (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act) from and against certain
liabilities, including liabilities under the Securities Act.
Employment and Other Relationships. In connection with the Dine-A-Mate
Acquisition, Dine-A-Mate entered into employment agreements with each of the
Selling Stockholders.
Pursuant to an employment agreement dated as of September 23, 1996,
Raymond H. Stanton III has agreed with Dine-A-Mate to serve until September 23,
1997 as the Vice President (or, at the discretion of Dine-A-Mate, a more senior
position) of Dine-A-Mate or one of its affiliates and, if elected as such, as a
director of Dine-A-Mate. Pursuant to an employment agreement dated September 23,
1996, Raymond H. Stanton II has agreed with Dine-A-Mate to serve until September
23, 1997 in such capacities and to assume such duties, obligations and
responsibilities as Dine-A-Mate from time to time reasonably may request. In
addition to their salaries, Raymond H. Stanton III and Raymond H. Stanton II are
eligible to participate in any benefit plans or programs established by
Dine-A-Mate for its key executive employees. Moreover, Raymond H. Stanton III
and Raymond H. Stanton II each have been granted, pursuant to the Company's 1992
Employee Stock Option Plan, non-qualified options to purchase up to 75,000
shares of Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may
be sold by them from time to time through the facilities of the NYSE or any
national securities exchange or U.S. automated interdealer quotation system of a
registered national securities association on which shares of Common Stock are
then listed, admitted to unlisted trading privileges or included for quotation,
or through negotiated transactions or otherwise. The Shares will not be sold in
an underwritten public offering. The Shares will be sold at prices and on terms
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then prevailing, at prices related to the then-current market price, or at
negotiated prices. The Selling Stockholders may effect sales of the Shares
directly, or indirectly through agents or broker-dealers, and the Shares may be
sold by one or more of the following methods: (a) ordinary brokerage
transactions, (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this Prospectus, and (c) in
"block" sales. At the time a particular offer is made, a Prospectus Supplement,
if required, will be distributed that sets forth the name or names of agents or
broker-dealers, any commissions and other terms constituting compensation and
any other required information. In effecting sales, broker-dealers engaged by
the Selling Stockholders and/or the purchasers of the Shares may arrange for
other broker-dealers to participate. Broker-dealers will receive commissions,
concessions, allowances or discounts from the Selling Stockholders and/or the
purchasers of the Shares in amounts to be negotiated prior to the sale. Sales
will be made only through broker-dealers registered as such in a subject
jurisdiction or in transactions exempt from such registration. The Selling
Stockholders have informed the Company that there are no definitive selling
arrangements between the Selling Stockholders and any broker or dealer as of the
date of this Prospectus.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The Selling Stockholders
may also enter into option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the Shares. The Selling
Stockholders may also loan or pledge the Shares to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default the broker-dealer
may effect sales of the pledged shares. In addition to the foregoing, the
Selling Stockholders may from time to time enter into other types of hedging
transactions.
In offering the Shares covered by this Prospectus, the Selling
Stockholders and any brokers, dealers or agents who participate in a sale of the
Shares by the Selling Stockholders may be considered "underwriters" within the
meaning of Section 2(11) of the Securities Act, and the compensation of any
broker-dealers may be deemed to constitute underwriting discounts and
commissions.
As described above under "Selling Stockholders -- Registration Rights
Agreement," the Company has agreed to file the Registration Statement of which
this Prospectus forms a part, with respect to the sale of the Shares. The
Company also has agreed to use commercially reasonable efforts to keep the
Registration Statement continuously effective for a period of two years from the
effective date thereof, or such shorter period that will terminate when all of
the Shares included in the Registration Statement and offered by this Prospectus
have been sold, subject to customary suspension and extension periods. The
Company will bear certain costs of registering the Shares under the Securities
Act and the Company on the one hand, and the Selling Stockholders on the other
hand, have agreed to indemnify each other and certain affiliated parties and
"control persons" (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act) from and against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The legality of the issuance of the Shares will be passed upon for the
Company by Amy N. Lipton, Esq. Ms. Lipton is the Senior Vice President and
General Counsel of the Company and holds Common Stock and options to acquire
shares of Common Stock.
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<PAGE>
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in the CUC 10-K have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference which, as to the years ended January 31, 1995 and 1994, are
based in part on the report of Deloitte & Touche LLP, independent auditors of
Advance Ross Corporation. The Supplemental Consolidated Financial Statements of
the Company included in its Current Report on Form 8-K dated September 17, 1996
have also been audited by Ernst & Young LLP, as set forth in their report
included therein and incorporated herein by reference which, as to the years
ended January 31, 1996, 1995 and 1994, are based in part on the reports of
Deloitte & Touche LLP, independent auditors of Sierra On-Line, Inc., KPMG Peat
Marwick LLP and Price Waterhouse LLP, independent auditors. The financial
statements and schedule and the Supplemental Consolidated Financial Statements
referred to above are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended April 30, 1996 and April 30, 1995,
and the three-month periods and the six-month periods ended July 31, 1996 and
July 31, 1995, incorporated by reference in this Prospectus, Ernst & Young LLP
have reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report, included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended April 30, 1996 and July 31, 1996, incorporated herein by
reference, state that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report with respect to such information should be restricted considering the
limited nature of the review procedures applied. The independent auditors are
not subject to the liability provisions of Section 11 of the Securities Act for
their report on the unaudited interim financial information because that report
is not a "report" or a "part" of the Registration Statement prepared or
certified by the auditors within the meaning of Sections 7 and 11 of the
Securities Act.
The consolidated financial statements and the Supplemental Consolidated
Financial Statements included in the CUC 10-K and in the Company's Current
Report on Form 8-K filed on September 17, 1996, respectively, and the unaudited
condensed consolidated interim financial information included in the Company's
Quarterly Reports referred to above have not been adjusted to give effect to the
three-for-two stock split of the Common Stock effected on October 21, 1996.
The consolidated financial statements of Ideon as of December 31, 1995
and 1994 and as of October 31, 1994, and for the year ended December 31, 1995,
the two months ended December 31, 1994 and each of the two years in the period
ended October 31, 1994, incorporated in this Prospectus by reference to the
Company's Current Report on Form 8-K filed with the Commission on September 17,
1996, have been so incorporated in reliance upon the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements and related financial statement
schedules of Davidson, incorporated in this Prospectus by reference to the
Company's Current Report on Form 8-K filed with the Commission on September 17,
1996, have been audited by KPMG Peat Marwick LLP, independent auditors, as
stated in their report which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements and related financial statement
schedule of Sierra On-Line, Inc. as of March 31, 1996 and 1995 and the three
years in the period ended March 31, 1996, incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K filed with the Commission
on September 17, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is
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incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements and the related financial
statement schedules of Advance Ross Corporation as of December 31, 1994 and the
two years ended December 31, 1994, which are incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K filed with the Commission
on September 17, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report dated March 13, 1995, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
8
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
_________________
TABLE OF CONTENTS
PAGE
----
Available Information....................................... 2
Incorporation of Certain Documents
By Reference.............................................. 2
The Company................................................. 3
Recent Developments......................................... 4
Use of Proceeds............................................. 4
Selling Stockholders........................................ 4
Plan of Distribution........................................ 5
Legal Matters............................................... 6
Experts..................................................... 7
___________________
741,565 SHARES
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE)
___________________
PROSPECTUS
___________________
DECEMBER __, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee.................. $ 5,687.58
*Accounting Fees and Expenses......................................... 2,500.00
*Legal Fees and Expenses.............................................. 6,000.00
*Miscellaneous ....................................................... 1,000.00
Total.......................................................$15,187.58
As noted in Part I of this Registration Statement under "Plan of
Distribution", the Company has agreed to bear certain costs of registering the
Shares under the Securities Act, including the registration fee under the
Securities Act, all other registration and filing fees, fees and disbursements
of counsel and accountants retained by the Company and all other expenses
incurred by the Company in connection with the Company's performance of or
compliance with the Registration Rights Agreement; such costs (or estimates
thereof) have been set forth above. The Selling Stockholders will bear certain
other costs relating to the registration of the Shares under the Securities Act,
including all underwriting discounts and commissions, if any, all transfer taxes
and all costs of any separate legal counsel or other advisors retained by the
Selling Stockholders.
____________________
* Estimated for purposes of completing information required pursuant to this
Item 14.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of such corporation or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
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 reasonable cause to believe
such person's conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and other agents of such corporation in an action
by or in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a director,
officer, employee or agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
The Company's By-Laws contains provisions that provide for
indemnification of officers and directors and their heirs and distributees to
the full extent permitted by, and in the manner permissible under, the General
Corporation Law of the State of Delaware.
II-1
<PAGE>
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, the Company's Amended and Restated Certificate of
Incorporation contains a provision eliminating the personal liability of a
director to the registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director, subject to certain exceptions.
Pursuant to the Merger Agreement Registration Provisions, the Selling
Stockholders have agreed to indemnify the Company and its officers, directors
and controlling persons against certain liabilities.
The registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the Securities
Act.
ITEM 16. EXHIBITS
5 Opinion of Amy N. Lipton, Esq. as to the legality of the
Common Stock to be registered.
15 Letter from Ernst & Young LLP re: Unaudited Interim Financial
Information.
23.1 Consent of Amy N. Lipton, Esq. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the Ideon Group,
Inc. financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the Davidson &
Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the Sierra
On-Line, Inc. financial statements).
23.6 Consent of Deloitte & Touche LLP (relating to the Advance Ross
Corporation financial statements).
24 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
ITEM 17. UNDERTAKINGS
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 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;
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 the initial bona
fide offering thereof.
II-2
<PAGE>
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.
4. 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 Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act, 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on this 6th day of
December 1996.
CUC INTERNATIONAL INC.
By:/s/ Walter A. Forbes
-----------------------
Walter A. Forbes
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Walter A. Forbes and E. Kirk
Shelton, and each and either of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other 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 or she 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 substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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>
/s/ Walter A. Forbes Chief Executive Officer and Chairman of the Board December 6, 1996
- ----------------------------------- (Principal Executive Officer)
Walter A. Forbes
/s/ Cosmo Corigliano Senior Vice President and Chief Financial Officer December 6, 1996
- ----------------------------------- (Principal Financial and Accounting Officer)
Cosmo Corigliano
/s/ Bartlett Burnap Director December 6, 1996
- -----------------------------------
Bartlett Burnap
/s/ T. Barnes Donnelley Director December 6, 1996
- -----------------------------------
T. Barnes Donnelley
/s/ Stephen A. Greyser Director December 6, 1996
- -----------------------------------
Stephen A. Greyser
/s/ Christopher K. McLeod Director December 6, 1996
- -----------------------------------
Christopher K. McLeod
/s/ Burton C. Perfit Director December 6, 1996
- -----------------------------------
Burton C. Perfit
/s/ Robert P. Rittereiser Director December 6, 1996
- -----------------------------------
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director December 6, 1996
- -----------------------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director December 6, 1996
- -----------------------------------
E. Kirk Shelton
II-4
<PAGE>
/s/ Kenneth A. Williams Director December 6, 1996
- -----------------------------------
Kenneth A. Williams
/s/ Janice G. Davidson Director December 6, 1996
- -----------------------------------
Janice G. Davidson
/s/ Robert M. Davidson Director December 6, 1996
- -----------------------------------
Robert M. Davidson
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
- ------- ------------
5 Opinion of Amy N. Lipton, Esq. as to the legality of
the Common Stock to be registered.
15 Letter from Ernst & Young LLP re: Unaudited Interim
Financial Information.
23.1 Consent of Amy N. Lipton, Esq. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the
Ideon Group, Inc. financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the
Davidson & Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the
Sierra On-Line, Inc. financial statements).
23.6 Consent of Deloitte & Touche LLP (relating to the
Advance Ross Corporation financial statements).
24 Power of Attorney (included as part of the Signature
Page of this Registration Statement).
II-6
NYFS01...:\01\39801\0028\2114\REG0023J.24F
EXHIBIT 5
December 6, 1996
CUC International Inc.
707 Summer Street
Stamford, Conn. 06901
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by CUC International Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended, of approximately 741,565 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"). The Registration Statement
is being filed in connection with a proposed secondary offering and sale of
shares of the Common Stock, which shares were issued pursuant to the provisions
of a Stock Purchase Agreement dated September 23, 1996 (the "Stock Purchase
Agreement") by and among the Company, Dine-a-Mate, Inc., Raymond H. Stanton II
and Raymond H. Stanton III.
In connection with the foregoing, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of the
Registration Statement and the Stock Purchase Agreement and of such corporate
records, certificates of public officials and other documents as I have deemed
relevant and necessary as a basis for the opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as certified or photostatic copies and the authenticity of the originals of such
copies.
As to any facts material to this opinion which I did not
independently establish or verify, I have relied upon statements and
representations of the Company and its officers and agents and on certain
certificates of public officials (including those of the Delaware Secretary of
State).
Based upon and subject to the foregoing, I am of the opinion
that the shares of Common Stock being registered pursuant to the Registration
Statement were legally issued and are fully paid and non-assessable.
<PAGE>
I hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement and to the use of my name wherever
appearing in such Registration Statement, including any amendment thereto.
Very truly yours,
/s/ Amy N. Lipton
Amy N. Lipton
Senior Vice President
and General Counsel
2
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15--LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
December 2, 1996
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) of CUC International Inc. for the registration of 741,565 shares
(post-split) of its common stock of our reports dated May 22, 1996 and September
4, 1996 relating to the unaudited condensed consolidated interim financial
statements of CUC International Inc. that are included in its Quarterly Reports
on Form 10-Q for the quarters ended April 30, 1996 and July 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of CUC International
Inc. for the registration of 741,565 shares (post-split) of its common stock and
to the incorporation by reference therein of our report dated March 19, 1996,
with respect to the consolidated financial statements of CUC International Inc.
included in its Annual Report on Form 10-K for the year ended January 31, 1996
and our report dated September 12, 1996 with respect to the supplemental
consolidated financial statements of CUC International Inc. included in its
Current Report on Form 8-K dated July 24, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
December 2, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of CUC International
Inc. of our reports dated February 2, 1996 and December 5, 1994, relating to the
consolidated financial statements of Ideon Group, Inc., which appears in the
Current Report on Form 8-K of CUC International Inc., filed with the Securities
and Exchange Commission on or about September 17, 1996. We also consent to the
reference to us under the heading "Experts".
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
December 2, 1996
EXHIBIT 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Davidson & Associates, Inc.
We consent to the incorporation herein of our report dated February 21, 1996
with respect to the consolidated balance sheets of Davidson & Associates, Inc.
and subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of earnings, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Long Beach California
December 3, 1996
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
- --------------------------------------------------------------------------------
We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-3 of our report dated June 24, 1996 (relating
to the consolidated financial statements of Sierra On-Line, Inc. and
subsidiaries for the year ended March 31, 1996, not presented separately
therein), appearing in the CUC International Inc. Current Report on Form 8-K
(filed with the Securities and Exchange Commission on September 17, 1996), and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Seattle, Washington
December 5, 1996
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement,
relating to 741,565 shares of Common Stock of CUC International Inc. on Form
S-3, of our report dated March 13, 1995 (relating to the financial statements of
Advance Ross Corporation as of December 31, 1994 and for the years ended
December 31, 1994 and 1993, not presented separately therein), appearing in the
CUC International Inc. Form 8-K (filed with the Securities and Exchange
Commission on September 17, 1996) and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 2, 1996
