As filed with the Securities and Exchange Commission on May 25, 2001
Registration No. ____________
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENDANT MEMBERSHIP SERVICES, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1178644
- ------------------------------------------------------ ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Connecticut Avenue, Norwalk, CT 06850-3561
- ------------------------------------------------------ ---------------------
(Address of Principal Executive Offices) (Zip Code)
(203) 956-1000
- ------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class is to be Registered
- -------------------------------------- ------------------------------
Common Stock, par value $.01 per share The New York Stock Exchange
Securities to be registered under Section 12(g) of the Act:
None
- ------------------------------------------------------------------------------
(Title of Class)
==============================================================================
CENDANT MEMBERSHIP SERVICES, INC.
I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND
INCORPORATED IN FORM 10 BY REFERENCE
Our Information Statement may be found as Exhibit 99.1 to the Form
10. For your convenience, we have provided below a cross-reference sheet
identifying where the items required by Form 10 can be found in the
Information Statement.
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item Item Caption Location in Information Statement
- -------------- -------------------------------------------- -----------------------------------------------------
Item 1. Business.................................... "Summary," "The Distribution," "Risk Factors,"
"Forward-Looking Statements," "Capitalization,"
"Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business,"
and "Relationship Between Cendant and Our Company
After the Distribution."
Item 2. Financial Information........................ "Summary," "Capitalization," "Selected Financial
Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations,"
and "Index to Combined Financial Statements."
Item 3. Properties................................... "Business--Properties."
Item 4. Security Ownership of Certain Beneficial "The Distribution," "Management," and "Ownership
Owners and Management........................ of Our Common Stock."
Item 5. Directors and Executive Officers............. "Management."
Item 6. Executive Compensation....................... "Management," and "Ownership of Our Common Stock."
Item 7. Our Relationships and Related Transactions...
"Summary," and "Relationship Between Cendant and
Our Company After the Distribution."
Item 8. Legal Proceedings............................ "Business--Legal Proceedings." and "Risk Factors"
Item 9. Market Price of and Dividends on the
Registrant's Common Equity and Related
Shareholder Matters.......................... "The Distribution," "Dividend Policy," and
"Description of Our Capital Stock."
Item 10. Recent Sales of Unregistered Securities...... None.
Item 11. Description of Registrant's Securities to
be Registered................................ "The Distribution," "Dividend Policy," and
"Description of Our Capital Stock."
Item 12. Indemnification of Directors and Officers.... "Indemnification of Directors and Officers."
Item 13. Financial Statements and Supplementary Data..
"Summary," "Selected Financial Data," and "Index to
Combined Financial Statements."
Item 14. Changes In and Disagreements with
Accountants on Accounting and Financial
Matters...................................... None.
Item 15. Financial Statements and Exhibits............ "Index to Combined Financial Statements."
II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
Item 15. Financial Statements and Exhibits
(a) List of Financial Statements. The following financial
statements are included or incorporated by reference in the Information
Statement filed as part of this Registration Statement on Form 10:
Description Page
Independent Auditors' Report........................................ F-2
Combined Balance Sheets as of March 31, 2001 (Unaudited) and
as of December 31, 2000 and 1999.................................. F-3
Statements of Combined Operations for the Three Months
Ended March 31, 2001 (Unaudited) and for the Years Ended
December 31, 2000, 1999 and 1998.................................. F-4
Statements of Combined Cash Flows for the Three Months Ended
March 31, 2001 (Unaudited) and for the Years Ended December
31, 2000, 1999, and 1998.......................................... F-5
Statements of Changes in Combined Deficit for the Three Months
Ended March 31, 2001 (Unaudited) and for the Years Ended
December 31, 2000, 1999, and 1998................................. F-7
Notes to Combined Financial Statements.............................. F-8
Financial Statement Schedule - Valuation and Qualifying Accounts
For the Years Ended December 31, 2000, 1999 and 1998.............. S-1
(b) Exhibits. The following documents are filed as exhibits to
this Form 10:
Exhibit No. Description
- ----------- -----------
2.1 Form of Distribution Agreement *
3.1 Restated Certificate of Incorporation of Cendant Membership
Services, Inc.*
3.2 Amended and Restated Bylaws of Cendant Membership Services, Inc.*
4.1 Form of Rights Agreement*
10.1 Form of Distribution Agreement (filed as Exhibit 2.1).*
10.2 Form of Corporate Services Agreement*
10.3 Form of Tax Sharing and Indemnification Agreement*
10.4 Form of Employee Matters Agreement*
10.5 Form of Travel Services Agreement*
10.6 Form of Master License Agreement*
10.7 Form of Marketing Agreement*
10.8 Cendant Membership Services, Inc. 2001 Stock Option Plan*
10.9 Form of Employment Agreements*
22.1 List of Subsidiaries of Cendant Membership Services, Inc.*
99.1 Information Statement**
- ----------
* To be filed by amendment.
** Filed herewith.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENDANT MEMBERSHIP SERVICES, INC.
By: /s/ Peter G. McGonagle
Peter G. McGonagle
Senior Vice President and
Assistant Secretary
Dated: May 25, 2001
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Form of Distribution Agreement *
3.1 Restated Certificate of Incorporation of Cendant Membership
Services, Inc.*
3.2 Amended and Restated Bylaws of Cendant Membership Services, Inc.*
4.1 Form of Rights Agreement*
10.1 Form of Distribution Agreement (filed as Exhibit 2.1).*
10.2 Form of Corporate Services Agreement*
10.3 Form of Tax Sharing and Indemnification Agreement*
10.4 Form of Employee Matters Agreement*
10.5 Form of Travel Services Agreement*
10.6 Form of Master License Agreement*
10.7 Form of Marketing Agreement*
10.8 Cendant Membership Services, Inc. 2001 Stock Option Plan*
10.9 Form of Employment Agreements*
22.1 List of Subsidiaries of Cendant Membership Services, Inc.*
99.1 Information Statement**
- ----------
* To be filed by amendment.
** Filed herewith.