<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1998.
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)
Delaware 52-1171965
- ------------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
4530 Wisconsin Avenue, N.W., Washington D.C. 20016
--------------------------------------------------
(Address of principal executive offices)
-------------------------
1998 NON-QUALIFIED STOCK OPTION PLAN
(Full title of plan)
-------------------
Copies of communications to:
Vincent A. Wolfington James E. Dawson, Esq.
Carey International, Inc. Nutter, McClennen & Fish, LLP
4530 Wisconsin Avenue, N.W. One International Place
Washington D.C. 20016 Boston, Massachusetts 02110-2699
(202) 895-2000 (617) 439-2000
(Name, address and telephone number of agent
for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed maximum
Title of each class of securities to be Amount being registered maximum offering aggregate offering price Amount of
registered (1) price per share (2) (2) registration fee (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 Shares $26.375 $13,187,500 $3,890
$.01 par value per share
====================================================================================================================================
</TABLE>
(1) This Registration Statement covers 500,000 shares of Common Stock that may
be issued under the 1998 Non-Qualified Stock Option 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.
(2) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
Common Stock reported on The Nasdaq National Market on July 21, 1998.
================================================================================
<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 forming a part of its Registration Statement
on Form S-1 (File No. 333-50245), filed with the Commission pursuant to Rule
424(b)(1) under the Securities Act on May 8, 1998;
(b) The Company's Quarterly Reports on Form 10-Q for the three month
periods ended February 28 and May 31, 1998, respectively; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (File No. 000-22551) and its 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 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
-2-
<PAGE>
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 and the Company's By-laws also provide
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 or officer of the Registrant (or is or was serving at the request of
the Registrant as a director or officer 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 Company's By-
laws allow similar rights of indemnification to be afforded, in the Company's
discretion, to its employees and agents.
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.
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.
-3-
<PAGE>
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 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 on
behalf of the registrant in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Vincent A. Wolfington Chairman of the Board and Chief July 22, 1998
- --------------------------- 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
-5-
<PAGE>
EXHIBIT INDEX
Exhibit No. Title Page
- ---------- ----- ----
4 1998 Non-Qualified Stock Option Plan 7
5 Opinion of Nutter, McClennen & Fish, LLP 14
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP 15
23.3 Consent of PricewaterhouseCoopers LLP 16
<PAGE>
Exhibit 4
CAREY INTERNATIONAL, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1998 Non-Qualified Stock Option Plan (the "Plan") is to
advance the interests of Carey International, Inc. (the "Company") by enhancing
the ability of the Company and its subsidiaries to attract and retain employees,
consultants, advisers and independent operators who are in a position to make
significant contributions to the success of the Company, to reward them for
their contributions and to encourage them to take into account the long-term
interests of the Company.
The Plan provides for the award of options to purchase shares of the
Company's common stock ("Stock"). Options granted pursuant to the Plan shall be
non-qualified options and not incentive stock options as defined in Section 422
of the Internal Revenue Code of 1986.
2. ELIGIBILITY FOR AWARDS
Persons eligible to receive awards under the Plan shall be all employees,
consultants, advisers and independent operators of the Company and its
subsidiaries who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company and its subsidiaries.
Directors and officers of the Company shall not be eligible to receive awards
under the Plan. A subsidiary for purposes of the Plan shall be a corporation in
which the Company owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock. Persons selected for
awards under the Plan are referred to herein as "participants".
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the Plan, (a) to grant awards consisting of options to such
participants as the Board may select; (b) to determine the time or times when
awards shall be granted and the number of shares of Stock subject to each award;
(c) to determine the terms and conditions of each award; (d) to prescribe the
form or forms of any instruments evidencing awards and any other instruments
required under the Plan and to change such forms from time to time; (e) to
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (f) to interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determination of the Board shall be conclusive and shall bind all parties.
Subject to Section 8, the Board shall also have the authority, both generally
and in particular instances, to waive compliance by a participant with
7
<PAGE>
any obligation to be performed by the participant under an award, to waive any
condition or provision of an award, and to amend or cancel any award (and if an
award is canceled, to grant a new award on such terms as the Board shall
specify), except that the Board may not take any action with respect to an
outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(c) and Section 6(i).
The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. A majority of the members of the Committee, if one is
appointed, shall constitute a quorum. Any determination of the Committee under
the Plan may be made without notice or meeting of the Committee by a writing
signed by a majority of the Committee members.
4. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which it is approved by the
Board. No awards shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board, but awards
previously granted may extend beyond that date.
5. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as provided in Section 5(c),
the aggregate number of shares of Stock that may be delivered upon the exercise
of awards granted under the Plan shall be five hundred thousand (500,00) shares.
If any award granted under the Plan terminates without having been exercised in
full, or upon exercise is satisfied other than by delivery of Stock, the number
of shares of Stock as to which such award was not exercised shall be available
for future grants within the limits set forth in this Section 5(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of Stock subject to awards then outstanding
or subsequently granted under the Plan, the exercise price of such awards, the
maximum number of shares of Stock that may be delivered under the Plan, and
other
-8-
<PAGE>
relevant provisions shall be appropriately adjusted by the Board, whose
determination shall be binding on all persons.
The Board may also adjust the number of shares subject to outstanding
awards and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(i)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.
6. TERMS AND CONDITIONS OF OPTIONS
(a) Exercise Price of Options. The exercise price of each option shall be
determined by the Board but shall not be less, in the case of an original issue
of authorized stock, than par value.
(b) Duration of Options. Options shall be exercisable during such period
or periods as the Board may specify. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date that is ten years from
the date the option was granted or such earlier date as the Board may specify at
the time the option is granted.
(c) Exercise of Options.
(i) Options shall become exercisable at such time or times and upon
such conditions as the Board shall specify. In the case of an
option not immediately exercisable in full, the Board may at any
time accelerate the time at which all or any part of the option
may be exercised.
(ii) Options may be exercised only in writing. Written notice of
exercise must be signed by the proper person and furnished to
the Company, together with (A) such documents as the Board
requires and (B) payment in full as specified below in Section
6(d) for the number of shares for which the option is exercised.
(iii) The delivery of Stock upon the exercise of an option shall be
subject to compliance with (A) applicable federal and state laws
and regulations, (B) if the outstanding Stock is at the time
listed on any stock exchange, the listing requirements of such
exchange, and (C) Company counsel's approval of all other legal
matters in connection with the issuance and delivery of such
Stock. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as
a condition to exercise of the
-9-
<PAGE>
option, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act
and may require that the certificates evidencing such Stock bear
an appropriate legend restricting transfer.
(iv) The Board shall have the right to require that the participant
exercising the option remit to the Company an amount sufficient
to satisfy any federal, state, or local withholding tax
requirements (or make other arrangements satisfactory to the
Company with regard to such taxes) prior to the delivery of any
Stock pursuant to the exercise of the option. If permitted by
the Board, either at the time of the grant of the option or the
time of exercise, the participant may elect, at such time and in
such manner as the Board may prescribe, to satisfy such
withholding obligation by (A) delivering to the Company Stock
(which in the case of Stock acquired from the Company shall have
been owned by the participant for at least six months prior to
the delivery date) having a fair market value equal to such
withholding obligation, or (B) requesting that the Company
withhold from the shares of Stock to be delivered upon the
exercise a number of shares of Stock having a fair market value
equal to such withholding obligation.
(v) If an option is exercised by the executor or administrator of a
deceased participant, or by the person or persons to whom the
option has been transferred by the participant's will or the
applicable laws of descent and distribution, the Company shall
be under no obligation to deliver Stock pursuant to such
exercise until the Company is satisfied as to the authority of
the person or persons exercising the option.
(d) Payment for and Delivery of Stock. Stock purchased upon exercise of an
option under the Plan shall be paid for as follows:
(i) in cash or by personal check, certified check, bank draft or
money order payable to the order of the Company; or
(ii) if so permitted by the Board, (A) through the delivery of shares
of Stock (which, in the case of Stock acquired from the Company,
shall have been held for at least six months prior to delivery)
having a fair market value on the last business day preceding
the date of exercise equal to the purchase price or (B) by
delivery of a promissory note of the participant to the Company,
such note to be payable on such terms as are specified by the
Board or (C) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver
-10-
<PAGE>
promptly to the Company sufficient funds to pay the exercise
price or (D) by any combination of the permissible forms of
payment; provided, that if the Stock delivered upon exercise of
the option is an original issue of authorized Stock, at least so
much of the exercise price as represents the par value of such
Stock shall be paid by a personal check or promissory note of
the person exercising the option.
(e) Rights as Shareholder. A participant shall not have the rights of a
shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.
(f) Nontransferability of Awards; Restrictions on Stock. Except as the
Board may otherwise determine, no award may be transferred other than by will or
by the laws of descent and distribution, and during a participant's lifetime an
award may be exercised only by the participant.
The Board, in its discretion, may at the time an award is granted make
Stock delivered under the award subject to such restrictions and conditions,
including restrictions on resale and buy-back rights, as it deems appropriate.
(g) Death. Except as otherwise provided in the award by the Board at the
time of grant, if a participant dies, each option held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Board may determine) beginning
with the date of the participant's death but in no event beyond the Final
Exercise Date.
(h) Termination of Service other than by Death. Except as otherwise
provided in the award by the Board at the time of grant, if an employee's
employment with the Company and its subsidiaries terminates for any reason other
than by death, all options held by the employee that are not then exercisable
shall terminate and options that are exercisable on the date employment
terminates shall continue to be exercisable for such period as the Board may
determine, but in no event beyond the Final Exercise Date.
In the case of a participant who is not an employee, provisions relating to
the exercisability of options following termination of service shall be
specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as
a consultant or adviser terminates shall in no event be exercisable beyond the
Final Exercise Date.
-11-
<PAGE>
(i) Merger, Consolidation, Asset Sale, Liquidation, etc. Notwithstanding
any other provisions of the Plan, in the event that a transaction occurs that
results or will result in the Stock not being registered under Section 12 of the
Securities Exchange Act of 1934, as amended, all options shall terminate upon
the completion of the transaction. If the transaction is intended to be treated
as a pooling of interests for accounting purposes, the Board shall cause the
acquiring or surviving corporation or one of its affiliates to grant replacement
options to participants. In all other transactions, the Board may either
arrange for replacement options, accelerate the exercisability of all
outstanding options (subject to completion of the transaction) or terminate all
options in exchange for a cash payment.
The Company may grant options under the Plan in substitution for options
held by employees of another corporation who become employees of the Company, or
a subsidiary of the Company, as the result of a merger or consolidation of the
employing corporation with the Company or a subsidiary of the Company, or as a
result of the acquisition by the Company, or one of its subsidiaries, of
property or stock of the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the Board
considers appropriate in the circumstances.
7. EMPLOYMENT RIGHTS
Neither the adoption of the Plan nor the grant of awards shall confer upon
any participant any right to continue as an employee of, or consultant or
adviser to, the Company or any subsidiary of the Company or affect in any way
the right of the Company or any such subsidiary to terminate his or her
employment by the Company or any subsidiary of the Company at any time. Except
as specifically provided by the Board in any particular case, the loss of
existing or potential profit in awards granted under this Plan shall not
constitute an element of damages in the event of termination of the relationship
of a participant even if the termination is in violation of an obligation of the
Company or any subsidiary of the Company to the participant by contract or
otherwise.
8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
Neither adoption of the Plan nor the grant of awards to a participant shall
affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.
The Board may at any time discontinue granting awards under the Plan. With
the consent of the participant (except as otherwise provided in the Plan), the
Board may at any time cancel an existing award in whole or in part and grant
another
-12-
<PAGE>
award for such number of shares as the Board specifies. The Board may at any
time or times amend the Plan or any outstanding award for the purpose of
satisfying changes in applicable laws or regulations or for any other purpose
that may at the time be permitted by law, or may at any time terminate the Plan
as to further grants of awards, but no such amendment shall adversely affect the
rights of any participant (without the participant's consent) under any award
previously granted.
-13-
<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
500,000 shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), issuable pursuant to the Company's 1998 Non-Qualified Stock Option Plan
(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
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 500,000 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 Plans 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,
except as to Note 16, for which the date is February 28, 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 F-
11 of the Company's Registration Statement on Form S-1 (File No. 333-50245).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Washington, D.C.
July 21, 1998
<PAGE>
Exhibit 23.3
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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 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, contained on page F-34 of
the Company's Registration Statement on Form S-1 (File No. 333-50245).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Washington, D.C.
July 21, 1998
