As filed with the Securities and Exchange Commission on October 26, 1998.
Registration No. 333-________
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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
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
4530 WISCONSIN AVENUE, N.W., WASHINGTON D.C. 20016
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(Address of principal executive offices)
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1998 CUSTOMER SERVICE STOCK BONUS PLAN
DIRECTORS' DEFERMENT OF COMPENSATION AGREEMENTS
(Full title of plan)
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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)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of securities Amount being offering price per aggregate offering price Amount of
to be registered registered (1) share (2) (2) registration fee (2)
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Common Stock, 150,000 Shares $13.8125 $2,071,875 $575.98
$.01 par value per share
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(1) This Registration Statement covers 50,000 shares of common stock, $.01 par
value per share (the "Common Stock"), that may be issued pursuant to the
Company's 1998 Customer Service Stock Bonus Plan (the "Bonus Plan"), and
100,000 shares of Common Stock that may be issued pursuant to those
Deferment of Compensation Agreements made from time to time by and between
the Company and certain of its directors (the "Deferred Compensation
Agreements"). 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 the Stock Bonus Plan and the Deferred
Compensation Agreements as a result of a stock dividend, stock split or
other recapitalization.
(2) Determined pursuant to Rule 457(c) under the Securities Act based upon the
average of the high and low prices per share of the Common Stock as
reported on The Nasdaq National Market on October 19, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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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 Annual Report on Form 10-K filed with the Commission on
March 2, 1998 (as amended on March 30, 1998, and except for the financial
statements and reports of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand
L.L.P.) thereon);
(c) The Company's Current Report on Form 8-K/A filed with the Commission on
January 13, 1998;
(d) The Company's Quarterly Reports on Form 10-Q for the three month
periods ended February 28, May 31 and August 31, 1998, respectively; and
(e) 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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
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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.
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Not applicable.
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ITEM 8. EXHIBITS.
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See the exhibit index immediately preceding the exhibits attached hereto.
ITEM 9. UNDERTAKINGS.
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(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 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.
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SIGNATURES
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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 26th day of October 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 on
behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Vincent A. Wolfington Chairman of the Board and Chief October 26, 1998
- ----------------------------- Executive Officer
Vincent A. Wolfington
/s/ Don R. Dailey President and Director October 26, 1998
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Don R. Dailey
/s/ David H. Haedicke Chief Financial Officer October 26, 1998
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David H. Haedicke
/s/ Paul A. Sandt Principal Accounting Officer October 26, 1998
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Paul A. Sandt
/s/ Dennis I. Meyer Director October 26, 1998
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Dennis I. Meyer
/s/ Joseph V. Vittoria Director October 26, 1998
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Joseph V. Vittoria
/s/ Robert W. Cox Director October 26, 1998
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Robert W. Cox
/s/ Nicholas J. St. George Director October 26, 1998
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Nicholas J. St. George
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EXHIBIT INDEX
Exhibit No. Title Page
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4.1 1998 Customer Service Stock Bonus Plan 7
4.2 Form of Deferment of Compensation
Agreement (incorporated by reference to the
Company's Registration Statement on
Form S-1 (No. 333-50245))
5 Opinion of Nutter, McClennen & Fish, LLP 11
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP 12
23.3 Consent of PricewaterhouseCoopers LLP 13