<PAGE> 1
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COMDATA HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3396750
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5301 Maryland Way
Brentwood, Tennessee 37027
(615) 370-7000
(Address of Principal Executive Offices) (Zip Code)
--------------------
COMDATA HOLDINGS CORPORATION
(AMENDED) STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN
(Full Title of the Plan)
--------------------
Peter D. Voysey, Esq.
Comdata Holdings Corporation
5301 Maryland Way
Brentwood, Tennessee 37027
(Name and Address of agent for service)
(615) 370-7267
(Telephone number, including area code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM
TO BE TO BE OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE OFFERING REGISTRATION
PER SHARE (1) PRICE (1) FEE
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,250,000 $24.375 $30,468,750 $10,506.00
$.01 par value
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the NASDAQ National Market System on
August 30, 1995.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the
Comdata Holdings Corporation (Amended) Stock Option and Restricted Stock
Purchase Plan to increase the number of shares of Common Stock authorized to be
issued thereunder from 2,000,000 to 3,250,000. The contents of the
Registrant's Registration Statement on Form S-8, Registration No. 33-30618,
filed with the Securities and Exchange Commission (the "Commission") on August
21, 1989 are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the
following documents which have been filed with the Commission:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of
the Registrant's fiscal year ended December 31, 1994; and
(c) the description of the Registrant's Common Stock contained
in the Registrant's Form 8-A filed with the Commission on August 25, 1987.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that 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 8. EXHIBITS.
Exhibit
Number Description
4.1 Certificate of Incorporation of Comdata Holdings Corporation,
as amended (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 33-14332; Exhibit 3.5
to the Registrant's Registration Statement No. 33-37172;
Exhibits 3.8 and 3.10 to the Registrant's Registration
Statement No. 33-52018; and Exhibit 3.11 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994).
<PAGE> 3
4.2 By-laws of Comdata Holdings Corporation (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994).
4.3 Comdata Holdings Corporation (Amended) Stock Option and
Restricted Stock Purchase Plan, as amended June 22, 1994.
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5).
23.2 Consent of Arthur Andersen, LLP.
24 Powers of Attorney (included on signature page hereto).
<PAGE> 4
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 the City of Brentwood, State of Tennessee, on August 31,
1995.
COMDATA HOLDINGS CORPORATION
By: /s/ George L. McTavish
-----------------------------
George L. McTavish, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
George L. McTavish, Edward A. Barbieri, Dennis R. Hanson and Peter D. Voysey,
and each of them, with full power of substitution and full power to act without
the other, his or her true and lawful attorney-in-fact and agent in his or her
name, place and stead, and to execute in his or her name and behalf,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George L. McTavish Chairman and Chief Executive August 31, 1995
---------------------- Officer (Principal Executive
George L. McTavish Officer) and Director
/s/ Edward A. Barbieri President and Chief Operating August 31, 1995
---------------------- Officer and Director
Edward A. Barbieri
/s/ Dennis R. Hanson Executive Vice President and August 31, 1995
-------------------- Chief Financial Officer
Dennis R. Hanson (Principal Financial and Accounting
Officer) and Director
/s/ Bruce K. Anderson Director August 31, 1995
---------------------
Bruce K. Anderson
/s/ Patrick J. Welsh Director August 31, 1995
--------------------
Patrick J. Welsh
/s/ Dana J. O'Brien Director August 31, 1995
-------------------
Dana J. O'Brien
/s/ Louis P. Buglioli Director August 31, 1995
---------------------
Louis P. Buglioli
/s/ Phyllis Haberman Director August 31, 1995
--------------------
Phyllis Haberman
/s/ Stephen E. Raville Director August 31, 1995
----------------------
Stephen E. Raville
</TABLE>
<PAGE> 1
EXHIBIT 4.3
As Amended 6/21/95
COMDATA HOLDINGS CORPORATION
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
SECTION 1. PURPOSE. The purpose of the Comdata Holdings Corporation
Stock Option and Restricted Stock Purchase Plan (the "Plan") is to promote the
interests of Comdata Holdings Corporation, A Delaware corporation (the
"Company"), and its stockholders by providing an opportunity to selected
employees, officers and directors of the Company or any Subsidiary thereof as of
the date of the adoption of this Plan or at any time thereafter to purchase
Common Stock of the Company. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate such employees and persons and to
encourage such employees and persons to devote their best efforts to the
business and financial success of the Company. It is intended that this purpose
will be effected by the granting of "non-qualified stock options" and/or
"incentive stock options" to acquire the common stock of the Company and/or by
the granting of rights to purchase the Common Stock of the Company on a
"restricted stock" basis. Under this Plan, the Board of Directors (or the
Committee) shall have the authority (in its sole discretion) to grant "incentive
stock options" within the meaning of Section 422A(b) of the Code, "non-qualified
stock options" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto, or "restricted stock" awards.
SECTION 2. DEFINITIONS. For purposes of this Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context.
2.1. "Award" shall mean an award of the right to purchase Common Stock
granted under the provisions of Section 7 of the Plan.
2.2. "Board of Directors" shall mean the Board of Directors of the
Company.
2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4. "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.5. "Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
2.6. "Employee" shall mean (i) with respect to an ISO, any person
including an officer or director of the Company, who, at the time an ISO is
granted to such person hereunder, is employed on a full-time basis by the
Company or any Subsidiary of the
<PAGE> 2
Company, and (ii) with respect to a Non-Qualified Option and/or an Award shall
mean any person employed by the company or any Subsidiary of the Company,
including, without limitation, directors and officers.
2.7. "ISO" shall mean an Option granted under the Plan which
constitutes and shall be treated as an "incentive stock option" as defined in
Section 422A(b) of the Code.
2.8. "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan which is extended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
and which shall not constitute nor be treated as an ISO.
2.9. "Option" shall mean any ISO or Non-Qualified Option granted to an
Employee pursuant to this Plan.
2.10. "Participant" shall mean any Employee to whom an Award and/or an
Option is granted under this Plan.
2.11 "Parent of the Company" shall have the meaning set forth in
Section 425(e) of the Code.
2.12. "Subsidiary of the Company" shall have the meaning set forth in
Section 425(f) of the Code.
SECTION 3. ELIGIBILITY. Awards and/or Options may be granted to any
Employee. The Board of Directors (or the Committee) shall have the sole
authority to select the persons to whom Awards and/or Options are to be granted
hereunder, and to determine whether a person is to be granted a Non-Qualified
Option, an ISO or an Award or any combination thereof. No person shall have any
right to participate in the Plan. Any person selected by the Board of Directors
for participation during any one period will not by virtue of such participation
have the right to be selected as a Participant for any other period.
SECTION 4. COMMON STOCK SUBJECT TO THE PLAN.
4.1. The total number of shares of Common Stock for which Options
and/or Awards may be granted under this Plan shall not exceed in the aggregate
three million two hundred fifty thousand (3,250,000) shares of Common Stock.
4.2. The shareof Common Stock that may be subject to Options and/or
Awards granted under this Plan may be either authorized and unissued shares or
shares reacquired at any time and now or hereafter held as treasury stock as the
Board of Directors may determine. In the event that any outstanding Option
expires or is terminated for any reason, the shares allocable to the unexercised
portion of such Option may again be subject to an Option and/or Award granted
under this Plan. If any shares of Common Stock acquired
2
<PAGE> 3
pursuant to an Award or the exercise of an Option shall have been repurchased
by the Company, then such shares shall again become available for issuance
pursuant to the Plan.
4.3. Special ISO Limitations.
(a) The aggregate fair market value (determined as of the date an
ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.
(b) No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section 425[d]
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.
4.4. Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.
SECTION 5. ADMINISTRATION OF THE PLAN.
5.1. The Plan shall be administered by the Board of Directors or, if
established at any time by the Board of Directors, by a committee thereof (the
"Committee"). The Committee shall be appointed from time to time by, and shall
serve at the pleasure of, the Board of Directors. Each member of the Committee
and each member of the Board of Directors who shall participate in any decision
with respect to the Plan shall be a "disinterested person" within the meaning of
Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended.
5.2. (a) Option. The Board of Directors (or the Committee) shall have
the sole authority and discretion under this Plan:
(i) to select the Participants who are to be granted Options
hereunder;
(ii) to designate whether any Option to be granted hereunder is to be
an ISO or a Non-Qualified Option;
(iii) to establish the number of shares of Common Stock that may be
issued under each Option;
(iv) to determine the time and the conditions subject to which Options
may be exercised in whole or in part;
(v) to determine the form of the consideration that may be used to
purchase shares of Common Stock upon exercise of any Option
(including the circumstances
3
<PAGE> 4
under which the Company's issued and outstanding shares of Common
Stock may be used by a Participant to exercise an Option);
(vi) to impose restrictions and/or conditions with respect to shares
of Common Stock acquired upon exercise of an Option;
(vii) to determine the circumstances under which shares of Common
Stock acquired upon exercise of any Option may be subject to
repurchase by the Company;
(viii) to determine the circumstances and conditions subject to which
shares acquired upon exercise of an Option may be sold or
otherwise transferred, including, without limitation, the
circumstances and conditions subject to which a proposed sale of
share of Common stock acquired upon exercise of an Option may be
subject to the Company's right of first refusal (as well as the
terms and conditions of any such right of first refusal);
(ix) to establish a vesting provision for any Option relating to the
time (or the circumstance) when the Option may be exercised by a
Participant, including vesting provision which may be contingent
upon the Company meeting specified financial goals;
(x) to accelerate the time when outstanding Options may be
exercised, provided, however, that any ISOs shall be
"accelerated" within the meaning of Section 425(h) of the Code;
and
(xi) to establish any other terms, restrictions and/or conditions
applicable to any Option not inconsistent with the provisions of
this Plan.
(b) Awards. The Board of Directors (or the Committee) shall have
the sole authority and discretion under this Plan:
(i) to select the Participants who are to be granted Awards
hereunder;
(ii) to determine the amount to be paiby a Participant to acquire
shares of Common Stock pursuant to an Award, which amount may
be equal to, more than, or less than 100% of the fair market
value of such shares on the date the Award is granted (but in
no event less than the par value of such shares);
(iii) to determine the time or times and the conditions subject to
which Awards may be made;
(iv) to determine the time or times and the conditions subject to
which the shares of Common Stock subject to an Award are to
become vested and no longer subject to repurchase by the
Company;
(v) to establish transfer restrictions and the terms and
conditions on which any such transfer restrictions with
respect to an Award shall lapse;
(vi) to establish vesting provisions with respect to any shares of
Common Stock subject to an Award, including vesting provisions
which may be contingent upon the Company meeting specified
financial goals;
(vii) to determine the circumstances under which shares of Common
Stock acquired pursuant to an Award may be subject to
repurchase by the Company;
(viii) to determine the time or times and the conditions subject to
which any shares of Common stock subject to an Award may be
repurchased by the Company (as well as the terms and
conditions of any such repurchase);
4
<PAGE> 5
(ix) to determine the circumstances and conditions subject to which
a proposed sale of shares of Common Stock subject to an Award
may be subject to the Company's right of first refusal (as
well as the terms and conditions of any such right of first
refusal);
(x) to determine the form of consideration that may be used to
purchase shares of Common Stock pursuant to an Award
(including the circumstances under which the Company's issued
and outstanding shares of Common Stock may be used by a
Participant to purchase the Common Stock subject to an Award);
(xi) to accelerate time at which any or all restrictions imposed
with respect to any shares of Common Stock subject to an Award
will lapse or otherwise remove any or all such restrictions;
and
(xii) to establish any other terms, restrictions and/or conditions
applicable to any Award not inconsistent with the provisions
of this Plan.
5.3. The Board of Directors (or the Committee) shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purpose of this Plan.
5.4. The interpretation and construction by the Board of Directors
(or the Committee) of any provision of the Plan, any Option and/or Award granted
hereunder or any agreement evidencing any such Option and/or Award shall be
final and conclusive upon all parties.
5.5. Directors of the Company (or members of the Committee, if
established) who are "disinterested person" within the meaning of Rule 16b-3 as
promulgated under the Securities Exchange Act of 1934, as amended, may vote on
any matter affecting the administration of the Plan or the granting of Options
and/or Awards under the Plan.
5.6. All expenses and liabilities incurred by the Board of Directors
(or the Committee) in the administration of the Plan shall be borne by the
Company. The Board of Directors (or the Committee) may employ attorneys,
consultants, accountants or other persons in connection with the administration
of the Plan. The Company, and its officers and directors, shall be entitled to
rely upon the advice, opinions or valuations of any such persons. No member of
the Board of Directors (or the Committee) shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option and/or Award granted hereunder.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
6.l. ISOs. The terms an conditions of each ISO granted under the
Plan shall be specified by the Board of Directors (or the Committee) and shall
be set forth in an ISO agreement between the Company and the Participant in such
form as the Board of Directors (or the Committee) shall approve. The terms and
conditions of each ISO shall be such that each ISO issued hereunder shall
constitute and shall be treated as an "incentive stock option"
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<PAGE> 6
as defined in Section 422A of the Code. The terms and conditions of any ISO
granted hereunder need not be identical to those of any other ISO granted
hereunder.
The terms and conditions of each ISO shall include the following:
(a) The option price shall be fixed by the Board of Directors (or
the Committee) but shall in no event be less than 100% or (110% in the case of
an Employee referred to in Section 4.3[b] hereof) or the fair market value of
the shares of Common Stock subject to the ISO on the date the ISO is granted.
For purposes of this Plan, the fair market value per share of Common Stock as of
any day shall mean the average of the closing prices of sales of shares of
Common Stock on all national securities exchanges on which the Common Stock may
at the time be listed or if there shall have been no sales on any such day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day or, if on any day the Common Stock shall not be so listed the
average of the representative bid and asked prices quoted in the NASDAQ system
as of 3:30 p.m., New York time, on such day, or, if on any day the Common Stock
shall not be quoted in the NASDAQ system, the average of the high and low bid
and asked prices on such day in the over-the-counter market as reported by
National Quotation Bureau Incorporated, or any similar successor organization.
If at any time the Common Stock is not listed on any national securities
exchange or quoted in the NASDAQ system or the over-the-counter market, the
fair market value of the shares of Common Stock subject to an Option on the date
the ISO is granted shall be the fair market value thereof determined in good
faith by the Board of Directors.
(b) ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and, during an Optionee's
lifetime, an ISO shall be exercisable only by the Optionee.
(c) The Board of Directors (or the Committee shall fix the term of all
ISOs granted pursuant to the Plan, including the date on which such ISO shall
expire and terminate), provided, however, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in Section 4.3[b] hereof, such term
shall in no event exceed five years from the date on which such ISO is
granted). Each ISO shall be exercisable in such amount or amounts, under such
conditions and at such times or intervals or in such installments as shall be
determined by the Board of Directors (or the Committee) in its sole discretion.
(d) In the event that the Company or any Parent or Subsidiary of the
Company is required to withhold any Federal, state or local taxes in respect of
any compensation income realized by the Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with
6
<PAGE> 7
respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in its sole
discretion.
(e) In the sole discretion of the Board of Directors (or the
Committee) the terms and conditions of any ISO may (but need not) include any of
the following provisions:
(i) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a
full-time basis for any reason other than as a result of his
death or "disability" (within the meaning of Section 22[e][3]
of the code), the unexercised portion of any ISO held by such
Participant at that time may only be exercised within one month
after the date on which the Participant ceased to be so
employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he
ceased to be so employed.
(ii) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a
full-time basis by reason of his "disability" (within the
meaning of Section 22[e][3] of the Code), the unexercised
portion of any ISO held by such Participant at that time may
only be exercised within one year after the date on which the
Participant ceased to be so employed, and only to the extent
that the Optionee could have otherwise exercised such ISO as
of the date on which he ceased to be so employed.
(iii) In the event a Participant shall die while in the full-time
employ of the Company or a Parent or Subsidiary of the Company
(or within a period of one month after ceasing to be an
Employee for any reason other than such "disability" or within
a period of one year after ceasing to be an Employee by reason
of such "disability"), the unexercised portion of any ISO held
by such Participant at the time of his death may only be
exercised within one year after the date of such Participant's
death, and only to the extent that the Participant could have
otherwise exercised such ISO at the time of his death. In
such event, such ISO may be exercised by the executor or
administrator of the Participant's estate or by any person or
persons who shall have acquired the ISO directly from the
participant by bequest or inheritance.
6.2 Non-Qualified Options. The Terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Board of
Directors (or the Committee), in its sole discretion, and shall be set forth in
a written option agreement between the Company and Participant in such form as
the Board of Directors (or the Committee) shall approve. The terms and
conditions of each Option will be such that each Option issued hereunder shall
not constitute nor be treated as an "incentive stock option" as defined in
Section 422A of the Code and will be a "non-qualified stock option" for Federal
income tax purposes. The terms and conditions of any Option granted hereunder
need not be identical to those of any other Option granted hereunder.
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<PAGE> 8
The terms and conditions of each Option Agreement shall include the
following:
(a) The option (exercise) price shall be fixed by the Board of
Directors (or the Committee) and may be equal to, more than or less than 100% of
the fair market value of the shares of Common Stock subject to the Non-Qualified
Option on the date such Non-Qualified Option is granted.
(b) The Board of Directors (or the Committee) shall fix the term of all
non-qualified options granted pursuant to the Plan (including the date on which
such Non-Qualified Option shall expire and terminate). Such term may be more
than ten years from the date on which such Non-Qualified Option is granted.
Each Non-Qualified Option shall be exercisable in such amount or amounts, under
such conditions, and at such times or intervals or in such installments as shall
be determined by the Board of Directors (or the Committee) in its sole
discretion.
(c) Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.
(d) In the event that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of a Non-Qualified Option granted hereunder or in respect
of any shares of Common Stock acquired upon exercise of a Non-Qualified Option,
the Company shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such Federal,
state or local taxes, or if no such payments are due or to become due to such
Participant, then, such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the tal amount of taxes to be withheld in respect of any such compensation
income shall be determined by the Board of Directors in its sole discretion.
SECTION 7. TERMS AND CONDITIONS OF AWARDS.
The terms and conditions of each Award granted under the Plan shall be
specified by the Board of Directors (or the Committee), in its sole discretion,
and shall be set forth in a written agreement between the Participant and the
Company, in such form as the Board of Directors (or the Committee) shall
approve. The terms and provisions of any Award granted hereunder need not be
identical to those of any other Award granted hereunder.
The terms and conditions of each Award shall include the following:
(a) The amount to be paid by a Participant to acquire the Shares of
Common Stock pursuant to an Award shall be fixed by the Board of Directors (or
the Committee) and may be
8
<PAGE> 9
equal to, more than or less than 100% of the fair market value of the shares of
Common Stock subject to the Award on the date the Award is granted.
(b) Each Award shall contain such vesting provision, such transfer
restrictions and such other restrictions and conditions as the Board of
Directors (or the Committee), in its sole discretion, may determine, including,
without limitation, the circumstances under which the Company shall have the
right and option to repurchase shares of Common Stock acquired pursuant to an
Award.
(c) Stock certificates representing Common Stock acquired pursuant to
an Award shall bear a legend referring to the restrictions imposed on such Stock
and such other matters as the Board of Directors may determine.
(d) In the event that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of any Award granted hereunder, or in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such participant the aggregate amount of such Federal,
state or local taxes, required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined by the
Board of Directors in its sole discretion.
SECTION 8. ADJUSTMENTS. In the event that, after the adoption of the
Plan by the Board of Directors, the outstanding shares of the Company's Common
Stock shall be increased or decreased or changed into or exchanged for a
dferent number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust (i) the number of shares of Common
Stock (and the option price per share) subject to the unexercised portion of any
outstanding Option (to the nearest possible full share), provided, however, that
the limitations of Section 425 of the Code shall apply with respect to
adjustments made to ISOs; (ii) the number of shares of Common Stock to be
acquired pursuant to an Award which have not become vested; and (ii) the number
of shares of Common Stock for which Options and/or Awards may be granted under
this Plan, as set forth in Section 4.1 hereof, and such adjustments shall be
effective and binding for all purposes of this Plan.
SECTION 9. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP. Neither this
Plan nor any Option and/or Award granted hereunder to a Participant shall be
construed as conferring upon such Participant any right to continue in the
employ of the Company or the service of
9
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the Company or any Subsidiary as the case may be, or limit in any respect the
right of the Company or any Subsidiary to terminate such Participant's
employment or other relationship with the Company or any Subsidiary, as the
case may be, at any time.
SECTION 10. AMENDMENT OF THE PLAN. The Board of Directors may amend
the Plan from time to time as it deems desirable; provided, however, that,
without the approval of the holders of a majority of the outstanding stock of
the Company entitled to vote thereon at a meeting, the Board of Directors may
not amend the Plan to increase (except for increases due to adjustments in
accordance with Section 8 hereof) the aggregate number of shares of Common Stock
for which Options and/or Awards may be granted hereunder, (ii) to decrease the
minimum exercise price specified by the Plan in respect of ISOs, or (iii) change
the class of Employees eligible to receive ISOs under the Plan.
SECTION 11. TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Option and/or Award theretofore granted under the Plan.
SECTION 12. EFFECTIVE DATE OF THE PLAN. This Plan shall be effective
as of September 9, 1987, the date on which the Plan was adopted by the Board of
Directors of the Company and approved by the unanimous written consent of
holders of all the outstanding stock of the Company.
*****
10
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EXHIBIT 5
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 ROCKEFELLER PLAZA
NEW YORK, N.Y. 10111
September 1, 1995
Comdata Holdings Corporation
5301 Maryland Way
Brentwood, Tennessee 37027
Comdata Holdings Corporation
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel to Comdata Holdings Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement"), filed under the Securities Act of
1933, as amended (the "Act"), relating to the registration of 1,250,000 shares
of its Common Stock, $.01 par value (the "Shares") which are reserved for
issuance pursuant to the Company's (Amended) Stock Option and Restricted Stock
Purchase Plan (the "Plan").
In that connection, we have examined originals, or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Amended and Restated Certificate of
Incorporation and By-laws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The company has been duly organized and is validly existing as a
corporation under the laws of the State of Delaware.
2. The Shares have been duly authorized, and when issued and sold in
accordance with the terms of the Plan, will be validly issued, fully paid, and
non-assessable.
<PAGE> 2
2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
By giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Reboul, MacMurray, Hewitt, Maynard & Kristol
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 25, 1995
included in Comdata's Form 10-K for the year ended December 31,1994 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
August 31, 1995
