As filed with the Securities and Exchange Commission on February 28, 2001
Registration No. 333-
-------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
------------------
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3311 East Old Shakopee Road 55425
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
CERIDIAN CORPORATION 1999 STOCK INCENTIVE PLAN
(Full title of the plan)
William E. McDonald, Esq.
Vice President, Associate General Counsel and Deputy Secretary
Ceridian Corporation
3311 East Old Shakopee Road
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(952) 853-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share price fee
--------------------------------------------------------------------------------------------------------------
Common Stock
($.50 par value) 237,586 shares (1)(2) (1) (1) (1)
==============================================================================================================
(1) This Registration Statement is deemed, pursuant to Instruction E to
Form S-8, to relate to 237,586 shares of the 3,000,000 shares that had
been previously registered on Form S-8 (File No. 333-28069) in
connection with a predecessor plan, with respect to which a fee of
$2,569.56 has been previously paid relating to such shares.
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be offered or issued
as a result of the anti-dilution provisions of the above-referenced
plan.
EXPLANATORY NOTE REGARDING COMPLIANCE
WITH INSTRUCTION E OF FORM S-8
On May 30, 1997, a total of 3,000,000 shares of Common Stock of
Ceridian Corporation (the "Company") to be issued in connection with the
Company's 1993 Long-Term Incentive Plan (Amended and Restated on May 14, 1997)
(the "1993 Plan"), were registered with the Securities and Exchange Commission
(the "Commission") by a Registration Statement on Form S-8 (File No. 333-28069).
On May 20, 1999, the stockholders of the Company approved the 1999 Stock
Incentive Plan (the "1999 Plan"), which replaced the 1993 Plan. Both the 1999
Plan and the 1993 Plan are long term incentive plans. On December 31, 1999, the
1993 Plan expired and 2,695,048 registered shares remained available for
issuance under the 1993 Plan. On October 22, 1999, pursuant to Instruction E to
Form S-8 and the telephonic interpretation of the Commission pertaining to "Form
S-8" set forth in the Division of Corporation Finance's Manual of
Publicly-Available Telephone Interpretations (July 1997), two million four
hundred fifty seven thousand four hundred sixty two (2,457,462) registered
shares of Common Stock that had not been issued under the 1993 Plan were carried
forward to, and deemed covered by the Registration Statement on Form S-8 filed
by the Company with the Commission on October 22, 1999 in connection with the
1999 Plan.
Pursuant to Instruction E to Form S-8 and the telephonic interpretation
of the Commission pertaining to "Form S-8" set forth in the Division of
Corporation Finance's Manual of Publicly-Available Telephone Interpretations
(July 1997), the remaining two hundred thirty seven thousand five hundred eighty
six (237,586) additional registered shares of Common Stock that had not been
issued under the 1993 Plan prior to its expiration are hereby carried forward
to, and deemed covered by a new Registration Statement on Form S-8 to be
contemporaneously filed by the Company with the Commission in connection with
the 1999 Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Ceridian Corporation
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ending
March 31, 2000, June 30, 2000 and September 30, 2000, as amended;
(c) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since December 31, 1999; and
(d) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (File No. 33-64089),
including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the respective dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered under Section 12 of the
Exchange Act.
II-1
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William E. McDonald, Vice President, Associate General Counsel and
Deputy Secretary for the Company, has provided an opinion as to the legality of
the securities being registered hereby. As a result of awards under stock-based
compensation plans maintained by the Company, including the Employee Stock
Purchase Plan, Mr. McDonald holds options to acquire shares of common stock of
the Company with a value that may exceed $50,000 upon vesting.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law of the State of
Delaware ("DGCL") grants each corporation organized thereunder, such as the
Company, the power to indemnify its directors and officers against liability for
certain of their acts. Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Company's certificate of incorporation
contains such a provision. The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL.
Article VI of the Company's Bylaws provides that the Company shall
indemnify its officers, directors and employees to the fullest extent permitted
by the DGCL in connection with proceedings with which any such person is
involved by virtue of his or her status as an officer, director or employee. The
Company has also by contract agreed to indemnify its directors against damages,
judgments, settlements and costs arising out of any actions against the
directors brought by reason of the fact that they are or were directors. The
Company maintains directors' and officers' liability insurance, including a
reimbursement policy in favor of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of Exhibits filed or incorporated by
reference as part of this registration statement:
Exhibit: Description:
------- -----------
5.01 Opinion and consent of William E. McDonald.
23.01 Consent of KPMG LLP.
23.02 Consent of William E. McDonald, Esq. (included in Exhibit 5.01).
24.01 Power of Attorney (included on page II-4 of the Registration Statement).
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
B. The undersigned registrant hereby undertakes 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 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.
C. 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 foregoing provisions, 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 Securities Act
of 1933 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 other
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
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 Minneapolis, State of Minnesota, on the 28th day of
February, 2001.
CERIDIAN CORPORATION
By: /s/ Ronald L. Turner
-------------------------------
Ronald L. Turner
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Ronald L. Turner, John R. Eickhoff and Gary M. Nelson, and each of them, his or
her true and lawful attorney-in-fact and agent with full powers of substitution
and resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of February, 2001.
SIGNATURE TITLE
/s/ Ronald L. Turner Chairman, President and Chief Executive
------------------------------
Ronald L. Turner Officer (principal executive officer)
/s/ John R. Eickhoff Executive Vice President and Chief
------------------------------
John R. Eickhoff Financial Officer (principal financial officer)
/s/ Loren D. Gross Vice President and Corporate Controller,
------------------------------
Loren D. Gross (principal accounting officer)
II-4
SIGNATURES CONTINUED
/s/ Bruce R. Bond Director
------------------------------
Bruce R. Bond
/s/ William J. Cadogan Director
------------------------------
William J. Cadogan
/s/ Nicholas D. Chabraja Director
------------------------------
Nicholas D. Chabraja
/s/ Robert H. Ewald Director
------------------------------
Robert H. Ewald
/s/ Ronald T. Lemay Director
------------------------------
Ronald T. LeMay
/s/ George R. Lewis Director
------------------------------
George R. Lewis
/s/ Carole J. Uhrich Director
------------------------------
Carole J. Uhrich
/s/ Paul S. Walsh Director
------------------------------
Paul S. Walsh
II-5
EXHIBIT INDEX
Exhibit Page
------- ----
5.01 Opinion of William E. McDonald, Esq. Filed electronically herewith
23.01 Consent of KPMG LLP Filed electronically herewith
23.02 Consent of William E. McDonald, Esq. Included in Exhibit 5.01
24.01 Power of Attorney Included on page II-4 of this
Registration Statement