UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 23, 1997
CUC International Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10308 06-0918165
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
707 Summer Street
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
(203)324-9261
(Registrant's telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On January 23, 1997, CUC International Inc. (the "Company")
issued 21,296 shares of its common stock, par value $.01 per
share ("Common Stock"), to 3320201 Canada Inc., a corporation
organized under the laws of Canada ("Canadian Shareholder") in
connection with the acquisition by a subsidiary of the Company
organized under the laws of Canada ("Canadian Sub") of all of the
outstanding capital stock and a certain promissory note of
Syntony Marketing Inc., a corporation organized under the laws of
the Province of Ontario, Canada ("Syntony"), from Canadian
Shareholder and one other shareholder of Syntony, a Canadian
citizen (collectively with Canadian Shareholder, the
"Shareholders"). In connection with this acquisition, Canadian
Sub paid aggregate consideration to the Shareholders consisting
of: the shares of Common Stock described above (all of which
were paid and delivered to the Canadian Shareholder); 2.75
million Canadian dollars paid at the time of the closing of this
acquisition; and 1.5 million Canadian dollars, payable in
installments over a three-year period upon the satisfaction of
certain conditions.
This issuance of Common Stock was made pursuant to the
exemption from registration under the Securities Act of 1933 (the
"Securities Act") provided by Regulation S promulgated under and
pursuant to the Securities Act, as this issuance fell within the
rules governing offers and sales made outside the United States
without registration under the Securities Act as set forth in
Rule 903 of Regulation S. In particular, this issuance satisfied
the requirements of Rule 903(c)(2) of Regulation S applicable to
the Company as a reporting issuer, as the issuance was made: in
an offshore transaction; without directed selling efforts; with
offering restrictions implemented; and to one person (Canadian
Shareholder) who has informed the Company that is not a U.S.
person and was not acting for the account or benefit of a U.S.
person.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant had duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CUC International Inc.
(Registrant)
Date: February 4, 1997 By: COSMO CORIGLIANO
Cosmo Corigliano - Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)