<PAGE>
This document contains 6 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Carey International, Inc.
(Exact name of issuer as specified in its charter)
Delaware 52-1171965
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
4530 Wisconsin Avenue, N.W., Washington, D.C. 20016
(Address of principal executive offices)
-------------------
1997 EQUITY INCENTIVE PLAN
(Full title of plan)
-------------------
Vincent A. Wolfington Copies of communications 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) 895-1200 Boston, Massachusetts 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
maximum maximum
Title of each class of securities Amount being offering price aggregate offering Amount of
to be registered registered (1) per share price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 900,000 Shares $22.125 $19,912,500 $5,875.00
=======================================================================================================================
</TABLE>
(1) This Registration Statement covers 900,000 shares of Common Stock which may
be issued under the 1997 Equity Incentive Plan (the "Plan"). 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
Plan as a result of a stock dividend, stock split or other
recapitalization.
================================================================================
<PAGE>
------------------------------
In accordance with General Instruction E to Form S-8, the contents of the
registrant's Registration Statement on Form S-8 (File No. 333-32335)
relating to the registrant's 1997 Equity Incentive Plan
(the "Prior Form S-8") are incorporated by reference in this
Registration Statement.
------------------------------
In accordance with General Instruction E to Form S-8, the following
information is not contained in the Prior Form S-8:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
See the exhibit index immediately preceding the exhibits attached hereto.
-2-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Washington, the District of Columbia, on the 22nd day
of July 1998.
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 in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Vincent A. Wolfington Chairman of the Board and July 22, 1998
- -------------------------- Chief Executive Officer
Vincent A. Wolfington
/s/ Don R. Dailey President and Director July 22, 1998
- --------------------------
Don R. Dailey
/s/ David H. Haedicke Chief Financial Officer July 22, 1998
- --------------------------
David H. Haedicke
/s/ Paul A. Sandt Principal Accounting Officer July 22, 1998
- --------------------------
Paul A. Sandt
/s/ Dennis I. Meyer Director July 22, 1998
- --------------------------
Dennis I. Meyer
/s/ Joseph V. Vittoria Director July 22, 1998
- --------------------------
Joseph V. Vittoria
/s/ Robert W. Cox Director July 22, 1998
- --------------------------
Robert W. Cox
/s/ Nicholas J. St. George Director July 22, 1998
- --------------------------
Nicholas J. St. George
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Title Page
- ---------- ----- ----
Exhibit 4.1 1997 Equity Incentive Plan, as amended to date *
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 5
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 6
- --------
* Incorporated by reference from the Company's definitive Proxy Statement dated
May 6, 1998, as filed with the Securities and Exchange Commission on May 6,
1998.
<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 22, 1998
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
900,000 shares of the Company's common stock, $0.01 par value per share (the
"Common Stock"), issuable pursuant to the Company's 1997 Equity Incentive Plan,
as amended to date (the "Plan"), and an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plan by reason of
stock dividends, stock splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
adoption of the Plan, are familiar with the Company's Certificate of
Incorporation and By-laws, both as amended to date (collectively, the
"Organizational Documents"), 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 Plan,
the Organizational Documents (as amended through the various dates of issuance)
and the Delaware General Corporation Law, the 900,000 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 Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Organizational Documents (as amended through the various dates of
issuance), will be duly and validly issued, fully paid and non-assessable.
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
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Carey International, Inc. on Form S-8 of our report dated January 30, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of Carey International, Inc. and subsidiaries as of November 30, 1997
and 1996, and for each year in the three year period ended November 30, 1997
contained on page 26 of the Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Washington, D.C.
July 21, 1998
