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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
06-0918165
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(I.R.S. Employer Identification No.)
6 Sylvan Way, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
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CENDANT CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
CENDANT CORPORATION 1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN
CENDANT CORPORATION
1992 EMPLOYEE STOCK OPTION PLAN
CENDANT CORPORATION DEFERRED COMPENSATION PLAN
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JAMES E. BUCKMAN, ESQ.
Vice Chairman and General Counsel
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
(Name and Address of Agent For Service)
Tel: (973) 428-9700
Fax: (973) 496-5331
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
ERIC J. BOCK, ESQ
Vice President, Legal
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Tel: (973) 496-9700 Fax: (973) 496-5331
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================
Proposed
Title Of Proposed Maximum Maximum Amount Of
Securities To Be Amount To Be Offering Price Per Aggregate Offering Registration Fee
Registered(1) Registered Share(2) Price(2) (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 26,712,500 $18.5625 $495,850,782 $146,320
======================== ====================== ====================== ====================== ======================
</TABLE>
1 In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Cendant
Corporation Deferred Compensation Plan and the Cendant Corporation 1998
Employee Stock Purchase Plan.
2 Pursuant to Rules 457 (c) and (b) under the Securities Act, the proposed
maximum offering price and the registration fee are based on the average of the
high and low prices per share of the Company's Common Stock reported on the New
York Stock Exchange Composite Tape on December 18, 1998.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to up to 26,712,500 shares of
common stock, per value $.01 per share, of Cendant Corporation ("Company Common
Stock") consisting of (i) up to 2,500,000 shares of Company Common Stock
issuable pursuant to the Cendant Corporation 1998 Employee Stock Purchase Plan
(the "1998 Stock Purchase Plan"), (ii) up to 6,212,500 shares of Company Common
Stock issuable pursuant to the Cendant Corporation 1992 Employee Stock Option
Plan (the "1992 Plan"), (iii) up to 16,000,000 shares of Company Common Stock
issuable pursuant to the Cendant Corporation 1999 Broad-Based Employee Stock
Option Plan (the "1999 Plan"), and (iv) up to 2,000,000 shares of Company
Common Stock issuable pursuant to the Cendant Corporation Deferred Compensation
Plan (the "Deferred Plan", together with the 1999 Plan, the 1998 Stock Purchase
Plan and the 1992 Plan, the "Plans").
PART I
INFORMATION REQUIRED IN THE 10 (A) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to all participants in the 1998 Stock Purchase
Plan, the 1992 Plan, the 1999 Plan and the Deferred Plan, as specified by Rule
428(b) (1) under the Securities Act. Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute the
prospectuses (the "Prospectuses") that meet the requirements of Section 10(a)
of the Securities Act relating to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we
file with them, which means:
o incorporated documents are considered part of this Registration
Statement and the Prospectuses,
o we can disclose important information to you by referring you to
those documents,
o information that we file with the SEC will automatically update
this Registration Statement and update and supersede the
Prospectuses, and
o Any statement contained in a document incorporated or deemed to be
incorporated by reference in the Prospectuses shall be deemed to be
modified or superseded for the purposes of this Registration
Statement and the Prospectuses to the extent that a statement
contained in the Registration Statement or the Prospectuses or in
any subsequently filed document that also is or is deemed to be
incorporated by reference in the Registration Statement or the
Prospectuses modified or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of the
Prospectuses.
We incorporate by reference the documents listed below that we filed
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
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o our Annual Report on Form 10-K/A for the fiscal year ended December
31, 1997,
o our Quarterly Report on Form 10-Q for the quarter ended September
30, 1998 and the Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 1998 and June 30, 1998,
o our Current Reports on Form 8-K dated December 4, 1998, November
24, 1998, November 16, 1998, November 5, 1998, November 4, 1998,
October 14, 1998, October 14, 1998, October 13, 1998, October 5,
1998, August 28, 1998, August 13, 1998, July 29, 1998, July 15,
1998 and July 14, 1998, June 4, 1998, May 18, 1998, May 5, 1998,
April 9, 1998, March 25, 1998, March 6, 1998, March 5, 1998,
February 16, 1998, February 6, 1998, February 2, 1998, January 29,
1998, January 27, 1998, January 20, 1998 and January 14, 1998, and
on Form 8-K/A, dated September 17, 1998, and
o the description of our common stock contained in the Registration
Statements on Form 8-A dated July 27, 1984 and August 15, 1989.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this Registration Statement:
o Reports filed under Sections 13(a) and (c) of the Exchange Act.
o Proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders'
meeting, and
o Any reports filed under Section 15(d) of the Exchange Act.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address:
Investor Relations
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Telephone: (973) 496-7303
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Eric J. Bock, Esq. has rendered an opinion on the validity of the
securities being registered under the Plan pursuant to this Registration
Statement. Mr. Bock is a Vice President of the Registrant. A copy of this
opinion is attached as Exhibit 5.1 to this Registration Statement. Mr. Bock
holds shares of Company Common Stock and options to acquire shares of Company
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") empowers a Delaware corporation to indemnify any person who was or
is a party to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
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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 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, 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 herein, the corporation must indemnify such person
against the expenses (including attorney's fees) which he or she actually and
reasonably incurred in connection therewith.
The Company's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted by, and
in the manner permissible under, the GCL.
As permitted by Section 102 (b) (7) of the GCL, the Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, subject to certain exceptions.
The Company has also agreed to indemnify certain predecessor auditors
for the payment of certain costs and expenses incurred as a result of the
consent of such auditor to the inclusion of its audit reports on the Company's
past financial statements in this Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Not Applicable.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned Company hereby undertakes:
(a)(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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference 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.
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Parsippany, State of New Jersey, on this 22nd day
of December 1998.
CENDANT CORPORATION
(Registrant)
By: /s/ James E. Buckman
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James E. Buckman
Vice Chairman
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James E. Buckman, Jeanne M.
Murphy and Eric J. Bock, 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
attorney-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 as of December 22, 1998 by the following persons in
the capacities indicated.
Name Title
---- -----
/s/ Henry R. Silverman
------------------------ Chairman of the Board,
Henry R. Silverman President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Michael P. Monaco
------------------------ Vice Chairman and
Michael P. Monaco Director
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/s/ David M. Johnson
------------------------ Senior Executive Vice President
David M. Johnson and Chief Financial Officer
/s/ Scott E. Forbes
------------------------ Executive Vice President
Scott E. Forbes and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Stephen P. Holmes
------------------------ Vice Chairman and Director
Stephen P. Holmes
/s/ Robert D. Kunisch
------------------------ Vice Chairman and Director
Robert D. Kunisch
/s/ James E. Buckman
------------------------ Vice Chairman,
James E. Buckman General Counsel and Director
/s/ John D. Snodgrass
------------------------ Director
John D. Snodgrass
/s/ Leonard S. Coleman
------------------------ Director
Leonard S. Coleman
/s/ Martin L. Edelman
------------------------ Director
Martin L. Edelman
/s/ Dr. Carole G. Hankin
------------------------ Director
Dr. Carole G. Hankin
/s/ The Rt. Hon. Brian Mulroney
------------------------ Director
The Rt. Hon. Brian Mulroney,
P.C., LL.D.
------------------------ Director
Robert E. Nederlander
/s/ Robert W. Pittman
------------------------ Director
Robert W. Pittman
/s/ E. John Rosenwald, Jr.
------------------------ Director
E. John Rosenwald, Jr.
/s/ Robert P. Rittereiser
------------------------ Director
Robert P. Rittereiser
------------------------ Director
Leonard Schutzman
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/s/ Robert F. Smith
------------------------ Director
Robert F. Smith
/s/ Craig R. Stapleton
------------------------ Director
Craig R. Stapleton
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 1.1 to the Company's Form
S-3 Registration Statement No. 333-45227).
4.2 Amended and Restated By-Laws of the Company
5.1 Opinion of Eric J. Bock, Esq. as to the legality of the shares being
issued (including consent).
23.1 Consent of Deloitte & Touche LLP relating to the financial
statements of Cendant Corporation.
23.2 Consent of KPMG Peat Marwick LLP relating to the financial
statements of PHH Corporation.
23.3 Consent of Deloitte & Touche LLP relating to the financial
statements of National Parking Corporation.
23.4 Consent of KPMG Peat Marwick LLP relating to the financial
statements of Davidson & Associates, Inc.
23.5 Consent of PricewaterhouseCoopers LLP relating to the audited
financial statements of Ideon Group Inc.
23.6 Consent of Deloitte & Touche LLP relating to the financial
statements of Avis Rent A Car, Inc.
23.7 Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company
(included on the signature page of this Registration Statement).
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EXHIBIT 4.2
AMENDED AND RESTATED BY-LAWS
(As of August 27, 1998)
OF
CENDANT CORPORATION
(the "Corporation")
ARTICLE I.
OFFICES
SECTION 1. Offices.
The registered office of the Corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle, State of Delaware.
The Corporation shall have offices at such other places as the Board
of Directors may from time to time determine.
ARTICLE II.
STOCKHOLDERS
SECTION 1. Annual Meeting.
The annual meeting of the stockholders for the election of Directors
and for the transaction of such other business as may properly come before the
meeting shall be held at such place, within or without the State of Delaware,
and hour as shall be determined by the Board of Directors. The day, place and
hour of each annual meeting shall be specified in the notice of annual meeting.
The meeting may be adjourned from time to time and place to place
until its business is completed.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than sixty days
nor more than ninety days prior to the meeting; provided, however, that in the
event that less than seventy days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the date on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice
to the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (a) a brief description of the business
desired to be brought before the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the
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Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.
The presiding officer of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
SECTION 2. Special Meeting.
Except as otherwise required by law, special meetings of the
stockholders may be called only by the Chairman of the Board, the President, or
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors.
SECTION 3. Stockholder Action; How Taken.
Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such holders.
SECTION 4. Notice of Meeting.
Notice of every meeting of the stockholders shall be given in the
manner prescribed by law.
SECTION 5. Quorum.
Except as otherwise required by law, the Certificate of Incorporation
or these By-Laws, the holders of not less than one-third of the shares entitled
to vote at any meeting of the stockholders, present in person or by proxy,
shall constitute a quorum and the act of the majority of such quorum shall be
deemed the act of the stockholders.
If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum and all
matters shall be determined by a majority of votes cast at such meeting.
SECTION 6. Qualification of Voters.
The Board of Directors (hereinafter sometimes referred to as the
"Board") may fix a day and hour not more than sixty nor less than ten days
prior to the day of holding any meeting of the stockholders as the time which
the stockholders entitled to notice of and to vote at such meeting shall be
determined. Only those persons who were holders of record of voting stock at
such time shall be entitled to notice of and to vote at such meeting.
SECTION 7. Procedure.
The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the presiding officer.
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The Board shall appoint two or more Inspectors of Election to serve at
every meeting of the stockholders at which Directors are to be elected.
ARTICLE III.
DIRECTORS
SECTION 1. Number, Election and Terms.
The number of Directors shall be fixed from time to time by the Board
of Directors but shall not be less than three. The Directors shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the
Board of Directors, one class to hold office initially for a term expiring at
the annual meeting of stockholders to be held in 1986, another class to hold
office initially for a term expiring at the annual meeting of stockholders to
be held in 1987, and another class to hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1988, with the members of
each class to hold office until their successors are elected and qualified. At
each annual meeting of stockholders, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.
The term "entire Board" as used in these By-Laws means the total
number of Directors which the Corporation would have if there were no
vacancies.
Nominations for the election of Directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of Directors generally. However,
any stockholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately preceding annual
meeting, and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of Directors, the close of business on the
tenth day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to
serve as a Director of the Corporation of so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
SECTION 2. Newly Created Directorships and Vacancies.
Newly created directorships resulting from any increase in the number
of Directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board of Directors. Any Directors elected
in accordance with the
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preceding sentence shall hold office for the remainder of the full term of the
class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
SECTION 3. Removal.
Any Director may be removed from office, without cause, only by the
affirmative vote of the holders of 80% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
Directors, voting together as a single class.
SECTION 4. Regular Meetings.
Regular meetings of the Board shall be held at such times and places
as the Board may from time to time determine.
SECTION 5. Special Meetings.
Special meetings of the Board may be called at any time, at any place
and for any purpose by the Chairman of the Executive Committee, the Chairman of
the Board, or the President, or by any officer of the Corporation upon the
request of a majority of the entire Board.
SECTION 6. Notice of Meeting.
Notice of regular meetings of the Board need not be given.
Notice of every special meeting of the Board shall be given to each
Director at his usual place of business, or at such other address as shall have
been furnished by him for the purpose. Such notice shall be given at least
twenty-four hours before the meeting by telephone or by being personally
delivered, mailed, or telegraphed. Such notice need not include a statement of
the business to be transacted at, or the purpose of, any such meeting.
SECTION 7. Quorum.
Except as may be otherwise provided by law or in these By-Laws, the
presence of a majority of the Board shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the
Board, and the act of a majority of such quorum shall be deemed the act of the
Board.
Less than a quorum may adjourn any meeting of the Board from time to
time without notice.
SECTION 8. Participation In Meetings By Conference Telephone.
Members of the Board, or of any committee thereof, may participate in
a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute
presence in person at such meeting.
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SECTION 9. Powers.
The business, property and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and
things as are not by law, or by the Certificate of Incorporation, or by these
By-Laws, directed or required to be exercised or done by the stockholders.
SECTION 10. Compensation of Directors.
Directors shall receive such compensation for their services as shall
be determined by a majority of the Board provided that Directors who are
serving the Corporation as officers or employees and who receive compensation
for their services as such officers or employers shall not receive any salary
or other compensation for their services as Directors.
ARTICLE IV.
OFFICERS
SECTION 1. Number.
a) General. The officers of the Corporation shall be appointed or
elected by the Board of Directors. The officers shall be a Chairman of the
Board, a President and Chief Executive Officer, one or more Vice Chairmen of
the Board, a Chief Financial Officer, a General Counsel, such number of vice
presidents as the Board may from time to time determine and a Secretary. The
Chairman of the Board or, in his absence or if such office be vacant, the
President, shall preside at all meetings of the stockholders and of the Board.
In the absence of the Chairman of the Board and the President, a Vice Chairman
of the Board shall preside at all meetings of the stockholders and of the
Board. Any person may hold two or more offices, other than the offices of
Chairman of the Board and Vice Chairman of the Board, at the same time. Subject
to this Section 1, the Chairman of the Board and the Vice Chairmen of the Board
shall be chosen from among the Board of Directors, but the other officers need
not be members of the Board.
b) Chairman of the Board. The Chairman of the Board shall be a member
of the Board of Directors and shall be an officer of the Corporation.
c) President and Chief Executive Officer. The President and Chief
Executive Officer shall be a member of the Board of Directors and an officer of
the Corporation. The President and Chief Executive Officer shall be the chief
executive officer of the Corporation and shall supervise, coordinate and manage
the Corporation's business and activities and supervise, coordinate and manage
its operating expenses and capital allocation, shall have general authority to
exercise all the powers necessary for the President and Chief Executive Officer
of the Corporation and shall perform such other duties and have such other
powers as may be prescribed by the Board or these By-laws, all in accordance
with basic policies as established by and subject to the oversight of the
Board. In the absence or disability of the Chairman of the Board, the duties of
the Chairman of the Board shall be performed and the Chairman of the Board's
authority may be exercised by the President and Chief Executive Officer.
d) Chief Financial Officer. The Chief Financial Officer shall have
responsibility for the financial affairs of the Corporation and shall exercise
supervisory responsibility for the performance of the duties of the Treasurer
and the Controller. The Chief Financial Officer shall perform such other duties
and have such other powers as may be prescribed by the Board or these By-laws,
all in accordance with basic
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policies as established by and subject to the oversight of the Board, the
Chairman of the Board and the President and Chief Executive Officer.
e) General Counsel. The General Counsel shall have responsibility for
the legal affairs of the Corporation and for the performance of the duties of
the Secretary. The General Counsel shall perform such other duties and have
such other powers as may be prescribed by the Board or these By-laws, all in
accordance with basic policies as established by and subject to the oversight
of the Board, the Chairman of the Board and the President and Chief Executive
Officer.
SECTION 2. Additional Officers.
The Board may appoint such other officers, agents and employees as it
shall deem appropriate. All references in these By-laws to a particular officer
shall be deemed to refer to the person holding such office regardless of
whether such person holds additional offices.
SECTION 3. Terms of Office.
All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the Board of Directors and
may be removed at any time by the Board of Directors with or without cause.
SECTION 4. Duties.
The officers, agents and employees shall perform the duties and
exercise the powers usually incident to the offices or positions held by them
respectively, and/or such other duties and powers as may be assigned to them
from time to time by the Board of Directors or the Chief Executive Officer.
ARTICLE V.
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. Designation.
The Board of Directors of the Corporation shall have the following
committees:
a) An Executive Committee consisting of not less than three Directors
may be elected by a majority vote of the Board to serve until the Board shall
otherwise determine. The Executive Committee shall have and may exercise all of
the powers of the Board of Directors when the Board is not in session,
including the power to authorize the issuance of stock, except that the
Executive Committee shall have no power to (i) alter, amend or repeal these
By-Laws or any resolution or resolutions of the Board of Directors; (ii)
declare any dividend or make any other distribution to the stockholders of the
Corporation; (iii) appoint any member of the Executive Committee; or (iv) take
any other action which legally may be taken only by the Board. The Executive
Committee shall also act as the nominating committee, nominating persons for
election as Directors. Subject to the classification of Directors provided for
under Section 1 of Article III and until such time as all claims and causes of
actions relating to the Accounting Issues (as defined in Section 1(d) of this
Article V) have been settled, adjudicated or otherwise disposed of pursuant to
a final determination that is no longer subject to appeal or review, (x) the
Executive Committee shall nominate for election as Directors Craig R. Stapleton
and Robert P. Rittereiser or such alternate candidates as designated by Messrs.
Stapleton and Rittereiser who are not reasonably objected to by the Executive
Committee (collectively, the "CUC Directors") and (y) in the event that any one
or more of Mr. Stapleton, Mr. Rittereiser or Carole Hankin are not elected,
resign or are removed as Directors, then the Board will replace that
individual(s) with an alternate Director as designated by the remaining
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individuals specified above who are not reasonably objected to by the Board. In
addition, the Executive Committee shall nominate Carole Hankin for election as
a Director at the Corporation's 1998 Annual Meeting of Stockholders for a term
of three years. The Chairman of the Board will also serve as Chairman of the
Executive Committee. Each resolution of the Executive Committee will require
approval by a majority of the members of such Committee.
b) A Compensation Committee consisting of not less than three
Directors may be elected by a majority vote of the Board to serve until the
Board shall otherwise determine. The Compensation Committee will have the
following powers and authority: (i) determining and fixing the compensation for
all senior officers of the Corporation and those of its subsidiaries that the
Compensation Committee shall from time to time consider appropriate, as well as
all employees of the Corporation and its subsidiaries compensated at a rate in
excess of such amount per annum as may be fixed or determined from time to time
by the Board; (ii) performing the duties of the committees of the Board
provided for in any present or future stock option, incentive compensation or
employee benefit plan of the Corporation or, if the Compensation Committee
shall so determine, any such plan of any subsidiary; and (iii) reviewing the
operations of and policies pertaining to any present or future stock option,
incentive compensation or employee benefit plan of the Corporation or any
subsidiary that the Compensation Committee shall from time to time consider
appropriate. Each resolution of the Compensation Committee will require
approval by a majority of the members of such committee.
c) An Audit Committee consisting of not less than four Directors may
be elected by a majority vote of the Board to serve until the Board shall
otherwise determine. The Audit Committee will have the following powers and
authority: (i) employing independent public accountants to audit the books of
account, accounting procedures, and financial statements of the Corporation and
to perform such other duties from time to time as the Audit Committee may
prescribe; (ii) receiving the reports and comments of the Corporation's
internal auditors and of the independent public accountants employed by the
Audit Committee and to take such action with respect thereto as may seem
appropriate; (iii) requesting the Corporation's consolidated subsidiaries and
affiliated companies to employ independent public accountants to audit their
respective books of account, accounting procedures, and financial statements;
(iv) requesting the independent public accountants to furnish to the
Compensation Committee the certifications required under any present or future
stock option, incentive compensation or employee benefit plan of the
Corporation; (v) reviewing the adequacy of internal financial controls; (vi)
approving the accounting principles employed in financial reporting; (vii)
approving the appointment or removal of the Corporation's general auditor; and
(viii) reviewing the accounting principles employed in financial reporting.
Each resolution of the Audit Committee will require approval by a majority of
the members of such committee. Notwithstanding the foregoing, there will be no
changes in the composition of the Audit Committee prior to the date of the
adoption of a resolution of the Audit Committee approving its final report
concerning the Accounting Issues (as defined in Section 1(d)).
d) A Litigation Committee shall consist of no more than four Directors
as determined by a majority vote of the Board, subject to the provisions of
Section 3(d) of this Article V. The Litigation Committee will have (i) full and
exclusive power and authority to determine whether the prosecution of any
pending or threatened stockholder derivative actions arising from or related to
the accounting issues at CUC International Inc. businesses as disclosed by the
Corporation in a press release dated July 14, 1998 or as are being investigated
by the Audit Committee as of July 28, 1998 (the "Accounting Issues") are or
would be in the best interests of the Corporation; and (ii) full and exclusive
power and authority to initiate, maintain or settle on behalf of the
Corporation any direct action by the Corporation against any present or former
Director (whether sued as a director or as an officer) arising from or related
to the Accounting Issues. Each resolution of the Litigation Committee will
require approval by a majority of the entire committee; provided that, in the
event that only two members of the Litigation Committee (or one member in the
event the size of the Committee shall have been reduced to two) (such members,
the
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"Approving Members") shall have voted to approve and authorize a settlement
of an action contemplated by clause (ii) above against any defendant or
defendants, independent legal counsel mutually acceptable to the Approving
Members, on the one hand, and the other member(s) of the Litigation Committee,
on the other hand, shall be appointed to determine whether such settlement
shall be approved and such counsel's determination shall be binding upon the
Litigation Committee. Unless a majority of the Litigation Committee votes to
support or permit (by taking a position of neutrality) the continuation and/or
prosecution of a derivative lawsuit by a shareholder, the Litigation Committee
will be deemed to have voted that the prosecution or continuation of such
pending or threatened stockholder derivative action is not in the best
interests of the Corporation. The Litigation Committee shall be authorized to
retain independent counsel. All persons who were Directors on the date of
adoption of the By-Laws embodied in Sections 1(a) and (d) of this Article V
shall have the right to enforce compliance with this By-Law.
SECTION 2. Meetings; Notice.
Regular meetings of committees shall be held at such times and places
as the Board or the committee in question may from time to time determine.
Special meetings of any committee may be called at any time, at any place and
for any purpose by the Chairman of such committee, the Chairman of the Board,
or the President, or by any officer of the Corporation upon the request of a
majority of the members of such committee. Notice of regular meetings of the
committees need not be given. Notice of every special meeting of any committee
shall be given to each member at his usual place of business, or at such other
address as shall have been furnished by him for the purpose. Such notice shall
be given at least twenty-four hours before the meeting by telephone or by being
personally delivered, mailed, or telegraphed. Such notice need not include a
statement of the business to be transacted at, or the purpose of, any such
meeting.
SECTION 3. Committee Members; Board of Director Nominations.
a) Each member of any committee of the Board shall hold office until
such member's successor is elected and has qualified, unless such member sooner
dies, resigns or is removed.
b) Subject to Section 3(d) of this Article V, the Board may remove a
director from a committee or change the chairmanship of a committee by
resolution adopted by a majority of the Board.
c) Subject to Section 3(d) of this Article V, the Board may designate
one or more Directors as alternate members of any committee to fill any vacancy
on a committee and to fill a vacant chairmanship of a committee, occurring as a
result of a member or chairman leaving the committee, whether through death,
resignation, removal or otherwise. Any such designation may be made or amended
by the affirmative vote of a majority of the Board.
d) The Board shall designate the members of the Litigation Committee
in accordance with the following: The members of the Litigation Committee shall
consist of an equal number of CUC Directors and directors other than the CUC
Directors (the "Non-CUC Directors"). In the event that a CUC Director serving
on the Litigation Committee shall no longer serve as a member of such
committee, then a Non-CUC Director serving on the Litigation Committee shall
immediately resign as a member of the Litigation Committee and no action shall
be taken by the Litigation Committee prior to the resignation of such Non-CUC
Director. In the event that there is only one CUC Director serving on the
Litigation Committee and such person shall cease serving as a member of such
committee (whether because of resignation, removal or failure to be reelected
as a Director by the stockholders of the Corporation), to the extent consistent
with Delaware law and the Certificate of Incorporation, then such CUC Director
shall be replaced on the Litigation Committee by a person who at the time of
such replacement is a Director designated by Carole G. Hankin and Christopher
K. McLeod or their successors appointed or elected
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pursuant to Section 1(a) of this Article V to the extent they are serving as
Directors (such person thereinafter to be deemed a CUC Director). No CUC
Director who is a member of the Litigation Committee may be removed from the
Litigation Committee.
(e) From and after August 28, 1998, any new appointees to the Audit
Committee shall be composed solely of independent directors. For this purpose,
an independent director is one who:
(1) has not been employed by the Corporation or an affiliate of the Corporation
in an executive capacity within the last five years;
(2) is not an employee of a company that is one of the Corporation's paid
advisors or consultants;
(3) is not employed by a significant customer or supplier of the Corporation;
(4) is not remunerated by the Corporation for personal services (consisting of
legal, accounting, investment banking, and management consulting services)
whether or not as an employee of a corporation, division, or similar
organization that actually provides the personal services, nor is an employee
of an entity which derives more than 50 percent of its gross revenues from the
Corporation;
(5) is not employed by a tax-exempt organization that receives significant
contributions from the Corporation;
(6) is not a relative of any member of the senior management of the
Corporation;
(7) has no business or financial ties to the Corporation's Chief Executive
Officer or other executive officers or directors other than relationships with
the Corporation; and
(8) is not part of an interlocking directorate in which the Chief Executive
Officer or another executive officer of the Corporation serves on the board of
another corporation that employs the director.
SECTION 4. Amendments.
Notwithstanding anything contained in these By-Laws or the Certificate
of Incorporation to the contrary and in addition to any other requirement set
forth herein and therein, until the earlier of July 28, 2004 or such time as
all litigation relating to the Accounting Issues has been settled, adjudicated
or otherwise disposed of pursuant to a final determination that is no longer
subject to appeal or review, the affirmative vote of a majority of the
Litigation Committee shall be required for the Board to amend, modify or
repeal, or adopt any provision inconsistent with, the provisions of Section 1
(a), (c) or (d) or 3(d) of this Article V or this Section 4 and the affirmative
vote of the holders of at least 80% of the voting power of all shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class, shall be required for stockholders to amend, modify
or repeal, or adopt any provision inconsistent with, the provisions of Section
1(a), (c) or (d) or 3(d) of this Article V or this Section 4.
ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than Those
by or in the Right of the Corporation.
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Subject to Section 3 of this Article VI, the Corporation shall
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 or officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a director or
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against 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 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
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which 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 reasonable cause to believe that such person's conduct was
unlawful.
SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation.
Subject to Section 3 of this Article VI, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit 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;
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
SECTION 3. Authorization of Indemnification.
Any indemnification under this Article VI (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VI, as the case may be.
Such determination shall be made (i) by a majority vote of the Directors who
are not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) if there are no such Directors, or if such Directors so direct,
by independent legal counsel in a written opinion or (iii) by the stockholders.
Notwithstanding the foregoing, with respect to any request for indemnification
arising out of or relating to the Accounting Issues, it will be presumed that
indemnification is proper and appropriate, and any disagreement concerning
indemnification of any person who resigned from the Board pursuant to a
resignation dated July 28, 1998 shall be resolved by independent legal counsel,
reasonably acceptable to either Mr. Rittereiser or Mr. Stapleton (whoever was
the last of the two to cease being a director), on the one hand, and the
General Counsel of the Corporation, on the other hand, in a written opinion. To
the extent, however, that a director or officer of the Corporation has been
successful on the merits or otherwise in
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defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith, without the necessity of authorization in the
specific case.
SECTION 4. Good Faith Defined.
For purposes of any determination under Section 3 of this Article VI,
a person shall be deemed to have 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, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe such person's conduct was unlawful, if such
person's action is based on the records or books of account of the Corporation
or another enterprise, or on information supplied to such person by the
officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in
this Section 4 shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of which such person
is or was serving at the request of the Corporation as a director, officer,
employee or agent. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth in Section 1 or
2 of this Article VI, as the case may be.
SECTION 5. Indemnification by a Court.
Notwithstanding any contrary determination in the specific case under
Section 3 of this Article VI, and notwithstanding the absence of any
determination thereunder, any director or officer may apply to the Court of
Chancery in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article VI. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Section 1 or 2 of this Article VI, as the case may be. Neither a contrary
determination in the specific case under Section 3 of this Article VI nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification
has not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.
SECTION 6. Expenses Payable in Advance.
Expenses incurred by a current or former director or officer in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article VI. Any disagreement concerning the
foregoing expense advancement provisions shall be resolved in a summary
proceeding as expeditiously as possible.
SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses.
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The indemnification and advancement of expenses provided by or granted
pursuant to this Article VI shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under the Certificate of Incorporation, any By-Law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article VI shall be made to the
fullest extent permitted by law. The provisions of this Article VI shall not be
deemed to preclude the indemnification of any person who is not specified in
Section 1 or 2 of this Article VI but whom the Corporation has the power or
obligation to indemnify under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.
SECTION 8. Insurance.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of this Article VI.
SECTION 9. Certain Definitions.
For purposes of this Article VI, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its Directors or officers, so that any person who is or
was a director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, shall stand in the same position under the provisions of
this Article VI with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article VI, references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article VI.
SECTION 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 11. Limitation on Indemnification.
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Notwithstanding anything contained in this Article VI to the contrary,
except for proceedings to enforce rights to indemnification (which shall be
governed by Section 5 hereof), the Corporation shall not be obligated to
indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.
SECTION 12. Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article VI to Directors and officers of the Corporation.
ARTICLE VII.
SEAL
SECTION 1.
The Corporate seal shall bear the name of the Corporation and the
words "Corporate Seal, Delaware."
ARTICLE VIII.
AMENDMENTS
SECTION 1. Amendments of By-Laws.
Subject to the provisions of the Certificate of Incorporation and the
provisions of these By-Laws, these By-Laws may be altered, amended or repealed
at any regular meeting of the stockholders (or at any special meeting thereof
duly called for that purpose) by the vote of a majority of the shares
outstanding and entitled to vote at such meeting; provided that in the notice
of such special meeting notice of such purpose shall be given. Subject to the
laws of the State of Delaware, the provisions of Certificate of Incorporation
and the provisions of these By-Laws, the Board of Directors may by majority
vote of those present at any meeting at which a quorum is present amend these
By-Laws, or enact such other bylaws as in their judgment may be advisable for
the regulation of the conduct of the affairs of the Corporation.
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EXHIBIT 5.1
CENDANT CORPORATION
6 Sylvan Way
Parsippany, New Jersey 07054
December 22, 1998
Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054
Re: Cendant Corporation Registration
Statement On Form S-8
--------------------------------
Ladies and Gentlemen:
I am Vice President, Legal of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on the date hereof with the Securities and Exchange Commission (the
"Commission"). The Company is filing this Registration Statement in order to
register up to 26,712,500 shares of the common stock, par value $.01 per share,
of the Company ("Company Common Stock") consisting (i) up to 2,500,000 shares
of Company Common Stock issuable pursuant to the Cendant Corporation 1998 Stock
Purchase Plan (the "1998 Purchase Plan"), (ii) 6,212,500 shares of Company
Common Stock issuable pursuant to the Cendant Corporation 1992 Employee Stock
Option Plan ( the "1992 Plan" ), (iii) up to 16,000,000 shares of issuable
pursuant to the Cendant Corporation 1999 Broad-Based Employee Stock Option Plan
(the "1999 Plan"), and (iv) up to 2,000,000 shares of Company Common Stock
issuable pursuant to the Cendant Corporation Deferred Compensation Plan (the
"Deferred Plan", together with the 1998 Purchase Plan, the 1992 Plan, and the
1999 Plan, the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the Plans; (ii) the Amended and
Restated Certificate of Incorporation of the Company, as amended to the date
hereof; (iii) resolutions of the Board of Directors of the Company; and (vi)
such other certificates, instruments and documents as I considered necessary or
appropriate for the purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and
<PAGE>
the validity and binding effect thereof on such parties. As to any facts
material to the opinion expressed herein which we have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Company and others.
I am admitted to the Bars of the State of New York and New Jersey, and
I do not express any opinion as to the law of any jurisdiction except for the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Company Common Stock, when issued in accordance with the terms and
conditions of the Plans, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Eric J. Bock
----------------
Eric J. Bock
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated September 28, 1998 (which
expresses an unqualified opinion and includes explanatory paragraphs relating
to the restatement as described in Note 3, certain litigation as described in
Note 17, and the change in method of recognizing revenue and membership
solicitation costs as described in Notes 2 and 3), appearing in the
Annual Report on Form 10-K/A of Cendant Corporation for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Parsipanny, New Jersey
December 18, 1998
<PAGE>
EXHIBIT 23.2
The Board of Directors
PHH Corporation:
We consent to the incorporation by reference in the Registration Statement of
Cendant Corporation on Form S-8 of our report dated April 30, 1997, with
respect to the consolidated balance sheets of PHH Corporation and subsidiaries
(the "Company") at December 31, 1996 and the related consolidated statements
of income, stockholders' equity, and cash flows for the years ended
December 31, 1996 and January 31, 1996, before the restatement related to the
merger of Cendant Corporation's relocation business with the Company and
reclassification to conform to the presentations used by Cendant Corporation
which report is included in the Annual Report on Form 10K/A of Cendant
Corporation for the year ended December 31, 1997, incorporated by reference
in the Registration Statement.
KPMG Peat Marwick LLP
Baltimore, Maryland
December 18, 1998
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated 23 October 1998, related
to the consolidated financial statements of National Parking Corporation
Limited included in Cendant Corporation's current report on Form 8-K dated
on 16 November 1998.
/s/ Deloitte & Touche
- ----------------------
DELOITTE & TOUCHE
London, England
18 December 1998
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Davidson & Associates, Inc.
We consent to the incorporation by reference of our report dated February 21,
1996 in the registration statement on Form S-8 of Cendant Corporation, relating
to the Cendant Corporation 1998 Employee Stock Purchase Plan, the 1998 Employee
Stock Option Plan, the 1992 Employee Stock Option Plan and the Deferred
Compensation Plan, with respect to the consolidated statements of earnings,
shareholders' equity and cash flows of Davidson & Associates, Inc. for the year
ended December 31, 1995, which report appears in the annual report on
Form 10-K/A of Cendant Corporation for the year ended December 31, 1997.
Los Angeles, California
December 18, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cendant Corporation of our report dated February 2,
1996, relating to the consolidated financial statements of Ideon Group, Inc.,
which appears in the Annual Report on Form 10-K/A of Cendant Corporation for
the year ended December 31, 1997.
PricewaterhouseCoopers LLP
Tampa, Florida
December 18, 1998
<PAGE>
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated May 12, 1997
(August 20, 1997 as to Note 15), appearing in the Current Report on Form 8-K
of Cendant Corporation filed on February 6, 1998.
/s/ Deloitte & Touche LLP
New York, New York
December 18, 1998
