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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
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(Address of Principal Executive Offices) (Zip Code)
CENDANT CORPORATION
2001 Savings Restoration Plan
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(Full Title of Plan)
JAMES E. BUCKMAN, ESQ.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
Copies to:
ERIC J. BOCK, ESQ
Senior Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
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(Name, Address, Telephone Number, Including Area Code, of Agent For Service)
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title Of Proposed Maximum Maximum Aggregate Amount Of
Securities To Be Amount To Be Offering Price Per Offering Price2 Registration Fee
Registered1 Registered Obligation
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<S> <C> <C> <C> <C>
Deferred Compensation $20,000,000 100% $20,000,000 $5,280
Obligations
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1 The Deferred Compensation Obligations are unsecured obligations of Cendant
Corporation to pay deferred compensation in the future in accordance with the
Cendant Corporation 2001 Savings Restoration Plan to a select group of
management or highly compensated employees.
(2) Estimated solely for the purpose of determining the registration fee.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to deferred compensation
obligations under the Cendant Corporation 2001 Savings Restoration Plan (the
"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 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
Plan.
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/or 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,
1999 (excluding Items 6, 7 and 8),
o our Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2000 and our Quarterly Reports on Form 10-Q for the periods ended June
30, 2000 and September 30, 2000,
o our Current Reports on Form 8-K dated October 23, 2000, October 26,
2000, October
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26, 2000 (filed on November 3, 2000), November 17, 2000 (filed on
November 20, 2000), and November 28, 2000 (filed on November 29,
2000), which includes our restated consolidated financial statements
at December 31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999, and
o the description of our common stock contained in our Proxy Statement
dated February 10, 2000.
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.
The obligations of Cendant Corporation (the "Company") under the Plan
(the "Obligations") are unsecured general obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan.
The amount of compensation deferred by each participant in the Plan is
determined in accordance with the Plan based on the participant's elections.
Each Obligation will be payable on a date selected by the participant in
accordance with the terms of the Plan. Under the Plan, the Obligations may be
indexed to one or more Benchmark Return Options individually chosen by each
participant from a list of investments. Each participant's Obligation will be
adjusted to reflect the investment experience of the Selected Benchmark Return
Options, including any appreciation or depreciation. The Obligations are
denominated and payable in United States dollars. A participant's right or the
right of any other person to the Obligations cannot be assigned, except by a
written designation of a beneficiary under the Plan or by the laws of descent
and distribution.
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 Senior Vice President, Law of the Registrant. A copy of
this opinion is attached as Exhibit 5.1 to this Registration Statement. Mr. Bock
holds shares of common stock of the Company and options to acquire shares of
common stock of the Company.
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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 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 9 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");
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(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.
(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 8th day of
December 2000.
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 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 8, 2000 by the following persons in the
capacities indicated.
Name Title
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/s/ Henry R. Silverman Chairman of the Board,
------------------------ President, Chief Executive
Henry R. Silverman Officer and Director
(Principal Executive Officer)
/s/ James E. Buckman
----------------------- Vice Chairman,
James E. Buckman General Counsel and Director
/s/ Stephen P. Holmes Vice Chairman and Director
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Stephen P. Holmes
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Name Title
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/s/ David M. Johnson
------------------------ Senior Executive Vice President
David M. Johnson and Chief Financial Officer
/s/ John T. McClain
------------------------ Senior Vice President and
John T. McClain Controller
(Principal Accounting Officer)
/s/ Myra J. Biblowit Director
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Myra J. Biblowit
/s/ Leonard S. Coleman Director
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Leonard S. Coleman
/s/ Martin L. Edelman Director
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Martin L. Edelman
/s/ Dr. John C. Malone Director
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Dr. John C. Malone
/s/ Cheryl D. Mills Director
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Cheryl D. Mills
/s/ Hon. 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
/s/ Robert W. Pittman Director
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Robert W. Pittman
/s/ Sheli Z. Rosenberg Director
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Sheli Z. Rosenberg
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Name Title
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/s/ Robert F. Smith Director
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Robert F. Smith
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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 3.1 of the Company's 1999 Annual
Report on Form 10-K).
4.2 Amended and Restated By-Laws of the Company (incorporated by reference
to Exhibit 3.2 of the Company's 1999 Annual Report on Form 10-K).
5.1 Opinion of Eric J. Bock, Esq. (including consent).*
23.1 Consent of Deloitte & Touche LLP, relating to Cendant Corporation.*
23.2 Consent of Deloitte & Touche LLP, relating to Avis Group Holdings,
Inc.*
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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* Filed herewith
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