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-______
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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)
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1997 EQUITY INCENTIVE PLAN
(Full title of plan)
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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)
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$.01 par value per share 900,000 Shares $22.125 $19,912,500 $5,875.00
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(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.
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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.
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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.
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See the exhibit index immediately preceding the exhibits attached hereto.
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SIGNATURES
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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
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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
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/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
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Don R. Dailey
/s/ David H. Haedicke Chief Financial Officer July 22, 1998
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David H. Haedicke
/s/ Paul A. Sandt Principal Accounting Officer July 22, 1998
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Paul A. Sandt
/s/ Dennis I. Meyer Director July 22, 1998
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Dennis I. Meyer
/s/ Joseph V. Vittoria Director July 22, 1998
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Joseph V. Vittoria
/s/ Robert W. Cox Director July 22, 1998
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Robert W. Cox
/s/ Nicholas J. St. George Director July 22, 1998
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Nicholas J. St. George
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EXHIBIT INDEX
Exhibit No. Title Page
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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
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* 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.