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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.)
9 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
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CENDANT CORPORATION
1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN,
As Amended
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JAMES E. BUCKMAN, ESQ.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
(Name and Address of Agent For Service)
Tel: (212) 413-1800
Fax: (212) 413-1922
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
ERIC J. BOCK, ESQ
Vice President, Legal
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
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CALCULATION OF REGISTRATION FEE
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Title Of Proposed Maximum Proposed
Securities To Be Amount To Be Offering Price Per Maximum Aggregate Amount Of
Registered(1) Registered Share(1) Offering Price(1) Registration Fee(1)
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Common Stock,
$.01 par value 44,000,000 $15.813 $695,772,000 $193,425
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(1) 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 March 26, 1999.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to up to 44,000,000 shares of
common stock, par value $.01 per share, of Cendant Corporation ("Company Common
Stock") issuable pursuant to the Cendant Corporation 1999 Broad-Based Employee
Stock Option Plan (the "1999 Plan").
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 1999 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 modifies
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"):
o our Annual Report on Form 10-K for the fiscal year ended December 31,
1998,
o our Current Reports on Form 8-K dated January 8, 1999, February 3,
1999, February 4, 1999, February 11, 1999, February 16, 1999 and March
19, 1999, and
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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
9 West 57th Street
New York, New York 10019
Telephone: (212) 413-1833
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, 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
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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.
The exhibit index appears on page 10 herein.
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;
(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.
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(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 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.
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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 New York, State of New York, on this 30th day of
March 1999.
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 March 30, 1999 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/ James E. Buckman Vice Chairman,
----------------------- General Counsel and Director
James E. Buckman
/s/ Stephen P. Holmes Vice Chairman and Director
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Stephen P. Holmes
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Name Title
---- -----
/s/ Robert D. Kunisch Vice Chairman and Director
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Robert D. Kunisch
/s/ Michael P. Monaco Vice Chairman and Director
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Michael P. Monaco
/s/ David M. Johnson Senior Executive Vice President
----------------------- and Chief Financial Officer
David M. Johnson
/s/ Tobia Ippolito Senior Vice President and Corporate
----------------------- Controller (Principal Accounting
Tobia Ippolito Officer)
/s/John D. Snodgrass Director
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John D. Snodgrass
/s/ Leonard S. Coleman Director
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Leonard S. Coleman
/s/ Martin L. Edelman
----------------------- Director
Martin L. Edelman
/s/ Carole G. Hankin Director
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Dr. Carole G. Hankin
/s/ Brian Mulroney Director
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The Rt. Hon. Brian Mulroney,
P.C., LL.D.
/s/ Robert E. Nederlander Director
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Robert E. Nederlander
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/s/ Robert W. Pittman Director
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Robert W. Pittman
/s/ E. John Rosenwald Director
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E. John Rosenwald, Jr.
/s/ Robert P. Rittereiser Director
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Robert P. Rittereiser
/s/ Leonard Schutzman Director
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Leonard Schutzman
Director
-----------------------
Robert F. Smith
Director
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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 Registration Statement on Form S-3, No. 333-45227).
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8 No. 333-69505).
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 LLP relating to the financial statements of
PHH Corporation.
23.3 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 5.1
CENDANT CORPORATION
9 West 57th Street
New York, New York 10019
March 30, 1999
Cendant Corporation
9 West 57th Street
New York, New York 10019
Re: Cendant Corporation Registration
Statement on Form S-8
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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
44,000,000 shares of the common stock, par value $.01 per share, of the Company
("Company Common Stock") issuable pursuant to the Cendant Corporation 1999
Broad-Based Employee Stock Option Plan (the "1999 Plan").
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 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.
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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 1999 Plan, 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
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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 March 17, 1999, (which
expresses an unqualified opinion and includes explanatory paragraphs relating
to certain litigation as described in Note 18, and the change in the method of
recognizing revenue and membership solicitation costs as described in Note 2)
appearing in the Annual Report on Form 10-K of Cendant Corporation for the year
ended December 31, 1998.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 25, 1999
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
PHH Corporation:
We consent to the use of our report dated April 30, 1997, with respect to the
consolidated statements of income, shareholder's equity, and cash flows of PHH
Corporation and subsidiaries (the "Company") for the year ended December 31,
1996, before the restatement related to the merger of Cendant Corporation's
relocation business with the Company and reclassifications to conform to the
presentation used by Cendant Corporation, which report is included in the
Annual Report on Form 10-K of Cendant Corporation for the year ended December
31, 1998, incorporated by reference herein.
KPMG LLP
Baltimore, Maryland
March 26, 1999
