<PAGE>
As filed with the Securities and Exchange Commission on July 29, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAREY INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 52-1171965
- ---------------------------------------- ----------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
</TABLE>
4530 WISCONSIN AVENUE, N.W., WASHINGTON D.C. 20016
--------------------------------------------------
(Address of principal executive offices)
-------------------------
1987 STOCK OPTION PLAN
1992 STOCK OPTION PLAN
1997 EQUITY INCENTIVE PLAN
AND
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plans)
-------------------
<TABLE>
<CAPTION>
<S> <C>
VINCENT A. WOLFINGTON Copy to:
CAREY INTERNATIONAL, INC. JAMES E. DAWSON, ESQ.
4530 WISCONSIN AVENUE, N.W. NUTTER, MCCLENNEN & FISH, LLP
WASHINGTON D.C. 20016 ONE INTERNATIONAL PLACE
(202) 895-2000 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
</TABLE>
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of securities to be Amount being Proposed Proposed maximum Amount of
registered registered maximum offering aggregate offering price registration fee
(1) price per share
<S> <C> <C> <C> <C>
Common Stock, 87,290 Shares $ 6.39 (2) $ 557,852.48
$.01 par value per share 388,640 Shares 4.75 (3) 1,846,316.25
650,000 Shares 11.78 (4) 7,659,750.00
100,000 Shares 12.95 (5) 1,295,000.00
Total 1,225,930 Shares $11,358,918.73 $3,442.10
</TABLE>
(1) This Registration Statement covers 87,290 shares of Common Stock underlying
awards that may be granted pursuant to the 1987 Stock Option Plan, 388,640
shares of Common Stock underlying awards that may be granted pursuant to
the 1992 Stock Option Plan, 650,000 shares of Common Stock underlying
awards that may be granted pursuant to the 1997 Equity Incentive Plan and
100,000 shares of Common Stock issuable under the Stock Plan for Non-
Employee Directors. In addition, pursuant to Rule 416(b) under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may be issued under said Plans as a result of
a stock dividend, stock split or other recapitalization.
(2) Calculated as the weighted average of (i) 24,080 shares of Common Stock
issuable at a price of $1.44181 per share, (ii) 38,700 shares of Common
Stock issuable at a price of $4.651 per share and (iii) 24,510 shares
assumed to be issuable (pursuant to Rules 457(c) and (h) under the
Securities Act) at a price of $14.00, which is the average of the high and
low prices per share of the Common Stock as reported on the Nasdaq National
Market on July 25, 1997.
(3) Calculated as the weighted average of (i) 384,495 shares of Common Stock
issuable at a price of $4.651 per share and (ii) 4,145 shares of Common
Stock assumed to be issuable at the average of the high and low prices per
share of the Common Stock as reported on the Nasdaq National Market on July
25, 1997.
(4) Calculated as the weighted average of (i) 411,500 shares of Common Stock
issuable at a price of $10.50 per share and (ii) 238,500 shares of Common
Stock assumed to be issuable at the average of the high and low prices per
share of the Common Stock as reported on the Nasdaq National Market on July
25, 1997.
(5) Calculated as the weighted average of (i) 30,000 shares of Common Stock
issuable at a price of $10.50 per share and (ii) 70,000 shares of Common
Stock assumed to be issuable at the average of the high and low prices per
share of the Common Stock as reported on the Nasdaq National Market on July
25, 1997.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
Carey International, Inc. (the "Company") hereby incorporates by reference
in this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's prospectus dated May 27, 1997, as supplemented on May 29,
1997, filed pursuant to Rule 424(b) of the Securities Act;
(b) The Company's Report on Form 8-K as filed on June 16, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
May 31, 1997, as filed on July 15, 1997; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-22551) and the
Company's Registration Statement on Form S-1 (File No. 333-22651).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein 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 this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may 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
-2-
<PAGE>
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may 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 he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and 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 Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an 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. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Certificate of Incorporation also provides that each person who was or
is made party to, or is involved in, any action, suit, proceeding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise, including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.
The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Certificate of
Incorporation shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.
-3-
<PAGE>
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION.
---------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
See the exhibit index immediately preceding the exhibits attached hereto.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or a controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy, as expressed in the Act, and
will be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington D.C., on the 29th day of July 1997.
CAREY INTERNATIONAL, INC.
By: /s/ Vincent A. Wolfington
------------------------------------------
Vincent A. Wolfington
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Vincent A. Wolfington CHAIRMAN OF THE BOARD AND JULY 29, 1997
- ----------------------------- CHIEF EXECUTIVE OFFICER
VINCENT A. WOLFINGTON
/s/ Don R. Dailey PRESIDENT AND DIRECTOR JULY 29, 1997
- -----------------------------
DON R. DAILEY
/s/ David H. Haedicke CHIEF FINANCIAL OFFICER JULY 29, 1997
- -----------------------------
DAVID H. HAEDICKE
/s/ Paul A. Sandt PRINCIPAL ACCOUNTING OFFICER JULY 29, 1997
- -----------------------------
PAUL A. SANDT
/s/ David McL. Hillman DIRECTOR JULY 29, 1997
- -----------------------------
DAVID MCL. HILLMAN
- ----------------------------- DIRECTOR JULY 29, 1997
WILLIAM R. HAMBRECHT
/s/ Robert W. Cox DIRECTOR JULY 29, 1997
- -----------------------------
ROBERT W. COX
/s/ Nicholas J. St. George DIRECTOR JULY 29, 1997
- -----------------------------
NICHOLAS J. ST. GEORGE
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Title Page
- ---------- ----- ----
<S> <C> <C>
* 4.1 1987 Stock Option Plan
* 4.2 1992 Stock Option Plan
* 4.3 1997 Equity Incentive Plan
* 4.4 Stock Plan for Non-Employee Directors
5 Opinion of Nutter, McClennen & Fish, LLP 7
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of Coopers & Lybrand L.L.P. 9
23.3 Consent of Coopers & Lybrand L.L.P. 10
23.4 Consent of Coopers & Lybrand, Chartered Accountants and 11
Registered Auditors
23.5 Consent of Coopers & Lybrand, Chartered Accountants and 12
Registered Auditors
</TABLE>
- -----------------------------
* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-22651).
<PAGE>
EXHIBIT 5
---------
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
July 29, 1997
Carey International, Inc.
4530 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Gentlemen/Ladies:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which Carey International, Inc. (the "Company") is
filing concurrently herewith with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
(i) 87,290 shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), issuable pursuant to the Company's 1987 Stock Option Plan (the "1987
Plan"), (ii) 388,640 shares of Common Stock issuable pursuant to the 1992 Stock
Option Plan (the "1992 Plan"), (iii) 650,000 shares of Common Stock issuable
pursuant to the 1997 Equity Incentive Plan (the "1997 Plan") and (iv) 100,000
shares of Common Stock issuable pursuant to the Stock Plan for Non-Employee
Directors (the "Directors' Plan" and, together with the 1987 Plan, the 1992 Plan
and the 1997 Plan, the "Plans"), and (v) an indeterminate number of shares of
such Common Stock which may be issued or become issuable under the Plans by
reason of stock dividends, stock splits or other recapitalizations executed
hereafter.
We have acted as legal counsel for the Company in connection with
adoption of the 1997 Plan and the Directors' Plan, are familiar with (i) the
1987 Plan and the 1992 Plan and (ii) the Company's Certificate of Incorporation
and By-laws, both as amended to date, and have examined such other documents as
we deemed necessary for this opinion. Based upon the foregoing, we are of the
opinion that:
1. When issued and paid for in compliance with the terms of the
Plans, the 1,225,930 shares of Common Stock referred to above will be duly and
validly issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable
under the Plans by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plans and upon compliance with the applicable provisions of law and
of the Company's Certificate of Incorporation and By-laws, both as amended to
date, will be duly and validly issued, fully paid and non-assessable.
<PAGE>
We understand that this opinion letter is to be used in connection
with the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
JED/DSS/ADA
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997, except for Notes 1,
2 and 18, as to which the date is March 1, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Carey
International, Inc. and Subsidiaries as of November 30, 1996 and 1995, and for
each year in the three year period ended November 30, 1996, which includes an
explanatory paragraph relating to a restatement for a change in the revenue
recognition method.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Washington D.C.
July 28, 1997
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 1, 1997, except for Note 10, as
to which the date is April 22, 1997, on our audit of the combined financial
statements of Manhattan International Limousine Network, Ltd. and Affiliate as
of September 30, 1996 and for the year then ended, which includes an explanatory
paragraph relating to a restatement for a change in the revenue recognition
method and to record previously unrecorded costs related to services provided by
independent service companies.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Washington D.C.
July 28, 1997
<PAGE>
Exhibit 23.4
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1996, except for Note 16
which is dated February 25, 1997, on our audits of the financial statements of
Speed 6060 Limited (formerly Camelot Barthropp Limited) for the years ended
December 31, 1994 and 1995.
/s/ Coopers & Lybrand
Coopers & Lybrand
Chartered Accountants and Registered Auditors
London, United Kingdom
July 28, 1997
<PAGE>
Exhibit 23.5
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1996, except for Notes 15
and 16 which are dated February 25, 1997, on our audits of the financial
statements of Camelot Barthropp Limited (formerly Speed 6060 Limited) for the
year ended December 31, 1995.
/s/ Coopers & Lybrand
Coopers & Lybrand
Chartered Accountants and Registered Auditors
London, United Kingdom
July 28, 1997
