-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlO3VRW86z2kAQlK3ykPDC6RPiBnPyML7qDffpK4LGQgAqZbE9AGBeKgYkCois9a GCmSVkF4W+m/h0fX7KFnbA== 0000912057-97-014370.txt : 19970429 0000912057-97-014370.hdr.sgml : 19970429 ACCESSION NUMBER: 0000912057-97-014370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970428 EFFECTIVENESS DATE: 19970428 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC INFORMATION SERVICES GROUP INC CENTRAL INDEX KEY: 0001017917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541242469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26001 FILM NUMBER: 97589008 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER CHICAGO STREET 2: 444 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3122224636 S-8 1 S-8 As filed with the Securities and Exchange Commission on April 28, 1997 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- CCC INFORMATION SERVICES GROUP INC. (Exact name of registrant as specified in its charter) Delaware 54-124269 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 444 Merchandise Mart Chicago, Illinois 60654 (312) 222-4636 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN (Full title of plan) GERALD P. KENNEY, ESQ. Copy to: Vice President and LELAND E. HUTCHINSON, ESQ. General Counsel Winston & Strawn CCC Information Services Group Inc. 35 West Wacker Drive 444 Merchandise Mart Chicago, Illinois 60601 Chicago, Illinois 60654 (312) 558-7336 (312) 222-4636 (Name, address, including ZIP code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share (1) offering price (1) registration fee - ------------------- ------------ ------------------- ------------------- ---------------- Common Stock, 675,800 shs. $12.00 $8,109,600 $2,457 par value $.10 per share - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based upon the average of the bid and ask price of the common stock, par value $.10 per share, of CCC Information Services Group Inc. on the Nasdaq National Market System on April 22, 1997.
PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by CCC Information Services Group Inc. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K as filed with the Commission on March 14, 1997 (and any amendments thereto) under the Securities Act, containing audited financial statements for the Company's latest fiscal year. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referenced above. (c) The description of the Company's common stock, par value $.10 per share (the "Common Stock"), which is contained in the registration statement on Form 8-A filed with the Commission on July 1, 1996 under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement 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 then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document 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 Incorporated Document 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. II-1 ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is incorporated under the laws of the State of Delaware. Section 145 of the Delaware Law ("Section 145") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties 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 such corporation), by reason of the fact that such person was an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not appeared to the best interests of the corporation, and, with respect to any criminal action, had no reasonable cause to believe that this his conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. The Company's Bylaws provide for the indemnification of directors and officers of the Company to the fullest extent permitted by Section 145. As permitted by Section 102(b)(7) of the Delaware Law, the Certificate of Incorporation provides that directors of the Company shall have no personal liability to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of a director's duty of loyalty to the Company or its stockholders, (ii) for acts or II-2 omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) under Section 174 of the Delaware Law, or (iv) for any transaction from which a director derived an improper personal benefit. The Company maintains directors' and officers' liability insurance which insures the directors and officers of the Company against certain liabilities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 4.01 Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K and any amendments thereto (filed with the Commission on March 14, 1997, (the "Annual Report"), and hereby incorporated by reference). 4.02 By-laws of the Company (filed as Exhibit 3.2 to the Annual Report and hereby incorporated by reference). 4.03 Specimen Common Stock Certificate of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-1 filed August 5, 1996 and hereby incorporated by reference). *4.04 Form of Stock Option Plan. *4.05 Form of Stock Option Agreement. *5.01 Opinion of Winston & Strawn as to the legality of the securities being registered. *23.01 Consent of Winston & Strawn (included in its opinion filed as Exhibit 5.01). *23.02 Consent of Price Waterhouse LLP. 25.01 Powers of Attorney (included on signature page). - --------------------- * Filed herewith. II-3 ITEM 9. UNDERTAKINGS (a) The undersigned Company 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for purposes of determining any liability under the Securities Act, 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. II-4 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Chicago, State of Illinois, on April 22, 1997. CCC INFORMATION SERVICES GROUP INC. By: /s/ David M. Phillips ------------------------ David M. Phillips Chairman, President and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and executive officers of CCC Information Services Group Inc. do hereby constitute and appoint David M. Phillips and Leonard L. Ciarrocchi and each of them, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below which such person may deem necessary or advisable to enable CCC Information Services Group Inc. to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below and any and all amendments (including pre-effective and post-effective amendments) hereto; and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on April 22, 1997. SIGNATURE TITLE /s/ David M. Phillips Director, Chairman, President - ---------------------- David M. Phillips and Chief Executive Officer, (Principal Executive Officer) /s/ Leonard L. Ciarrochi Executive Vice President - Chief - ------------------------ Leonard L. Ciarrocchi Financial Officer (Principal Financial Officer) /s/ Donald J. Hallagan Vice President - Controller - ------------------------ Donald J. Hallagan (Principal Accounting Officer) /s/ John J. Byrne Director - ------------------------ John J. Byrne /s/ Morgan Davis Director - ------------------------ Morgan Davis /s/ Thomas L. Kempner Director - ------------------------ Thomas L. Kempner /s/ Gordon S. Macklin Director - ------------------------ Gordon S. Macklin /s/ Robert T. Marto Director - ------------------------ Robert T. Marto /s/ Michael R. Stanfield Director - ------------------------ Michael R. Stanfield INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE 4.01 Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K and any amendments thereto (filed with the Commission on March 14, 1997, (the "Annual Report"), and hereby incorporated by reference). 4.02 By-laws of the Company (filed as Exhibit 3.2 to the Annual Report and hereby incorporated by reference). 4.03 Specimen Common Stock Certificate of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-1 filed August 5, 1996 and hereby incorporated by reference). *4.04 Form of Stock Option Plan. *4.05 Form of Stock Option Agreement. *5.01 Opinion of Winston & Strawn as to the legality of the securities being registered. *23.01 Consent of Winston & Strawn (included in its opinion filed as Exhibit 5.01). *23.02 Consent of Price Waterhouse LLP. 25.01 Powers of Attorney (included on signature page). - ---------------------- * Filed herewith. EX-4.04 2 1997 STOCK OPTION PLAN Exhibit 4.04 CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN 1. PURPOSE The purpose of this 1997 Stock Option Plan (the "Plan") is to promote the growth and general prosperity of CCC Information Services Group Inc., a Delaware corporation ("CCCISG"), and its direct and indirect subsidiaries, including CCC Information Services Inc., a Delaware corporation ("CCC"), and subsidiaries of CCC (collectively, the "CCCISG Companies"). Under the Plan, certain employees of the CCCISG Companies will be eligible to receive grants of options to purchase shares of CCCISG common stock as an incentive to contribute to the success of the CCCISG Companies. 2. DEFINITIONS Unless the context clearly indicates otherwise, the following terms, when used in the Plan, shall have the meanings set forth in this Section 2. Wherever used in the Plan, words in the masculine gender shall be deemed to refer to females as well as males, and unless the context clearly indicates otherwise, words in the singular shall be deemed to refer also to the plural. (a) "Commencement Date" shall mean the date on which an Option is granted. (b) "Committee" means the Compensation Committee of the Board of Directors of CCCISG or such other committee as the Board by resolution shall designate. The Committee shall not include members who are officers or otherwise employed by CCCISG, or its subsidiaries. (c) "Common Stock" means the $.10 par value per share common stock of CCCISG. (d) "Disabled" shall have the following meaning: An individual is permanently and totally disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require. The Committee shall have the final decision in determining if a party is disabled as defined herein. (e) "Employee" means an employee of at least one of the CCCISG Companies. (f) "Exercise Price" means either, as the context requires, the price per Share (not less than the greater of the stock price as quoted on the Nasdaq National Market, or such other public exchange or market as designated by the Committee, as of the close of business on the Commencement Date or the fair market value as of the Commencement Date as determined by the Committee) that shall be tendered to CCCISG upon exercise of the Option, or the aggregate price that shall be tendered to CCCISG in payment for Shares upon exercise of an Option or a portion of the Option. (g) "Grantee" means an individual to whom an Option is granted under the Plan. (h) "Option" means a right granted to purchase Shares under the Plan. (i) "Stock Option Agreement" means the written instrument embodying an agreement between CCCISG and a Grantee, as provided in the Plan, evidencing the grant of an Option to the Grantee. (j) "Plan" means the CCC Information Services Group Inc. 1997 Stock Option Plan as set forth herein, as may be amended from time to time. (k) "Shares" means shares of Common Stock. 3. ADMINISTRATION The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have authority to do everything necessary or appropriate to administer the Plan including, without limitation, interpreting the Plan. The Committee may take action only upon the agreement of a majority of its members then in office. Any action taken by the Committee through a written instrument signed by a majority of its members then in office shall be effective as though taken at a meeting duly called and held. All decisions, determinations, and interpretations of the Committee shall be final and binding on all concerned. 4. SHARES OF COMMON STOCK ELIGIBLE FOR ISSUANCE UNDER THE PLAN Subject to the provisions of Section 9, the aggregate number of Shares that may be issued upon the exercise of Options granted under the Plan shall be 675,800 Shares. Such Shares may be either authorized, but unissued Shares, or Shares issued and thereafter reacquired by CCCISG. -2- 5. ELIGIBILITY Options shall be granted for Shares in the amounts, at the Exercise Price, and to the Employees as determined in the sole discretion of the Committee. Subject to all of the other terms and conditions hereinafter set forth, an Option may be exercised by Grantee after the respective dates of the grant, but no later than five (5) years from the date of the Stock Option Agreement, namely: (a) One (1) year after the Commencement Date the Option may be exercised in respect of twenty five percent (25%) of the aggregate number of shares granted. (b) On or after the second (2nd) anniversary of the Commencement Date, the Option may be exercised in respect of an additional twenty five percent (25%) of the aggregate number of shares granted. Each succeeding anniversary date thereafter the option may be exercised in respect of an additional twenty five percent (25%) of the aggregate number of shares granted until all options have been fully vested. (c) If the Grantee's employment with the CCCISG Companies terminates for any reason, the Option shall not become exercisable with respect to any additional shares that the Grantee would have been entitled to purchase upon the occurrence of any anniversary date subsequent to the date of termination. (d) The maximum number of Options a Grantee can receive in any calendar year is 75,000 Options. 6. EFFECTIVE DATE AND DURATION OF THE PLAN The Plan shall become effective upon its adoption by resolution of the majority of the Board of Directors of CCCISG entitled to vote and shall continue in full force and effect until terminated. Such termination shall be no later than the day that the last option available to be exercised hereunder expires unless sooner terminated pursuant to Section 12 hereof. 7. DURATION OF OPTION (a) The proper officers of CCCISG shall execute and deliver to each Grantee a written Stock Option Agreement which shall be executed by the Grantee and which shall state the Commencement Date, the total number of Shares subject to the Option, the Exercise Price for such Shares, any provisions relating to vesting of the Option and such other provisions as the Committee in each instance shall deem appropriate and not inconsistent with any of the provisions of the Plan. (b) The maximum term of each Option granted under the Plan shall be the term set forth in the Stock Option Agreement which -3- shall not exceed 10 years from the Commencement Date set forth in the Stock Option Agreement. Notwithstanding the maximum 10-year term, all Options granted under the Plan shall expire sooner as follows: (i) If the employment of a Grantee is terminated for any reason other than as specified in subparagraphs (ii), (iii) or (iv) hereof, then the Option will expire on the thirtieth (30th) day after the date of such termination. (ii) Subject to subparagraphs (iii) and (iv) hereof, if the Grantee retires from the CCCISG Companies at an age at which such Grantee would be eligible to receive benefits under the Federal Social Security Act or retires with the consent of the Board of Directors of CCCISG, the Option will expire three (3) months after the date of termination. (iii) Subject to subparagraph (iv) hereof, if a Grantee becomes Disabled while serving in his capacity as an Employee, the Option will expire twelve (12) months after the date of termination of the Employee's employment as the result of having become Disabled. (iv) If a Grantee dies while serving as an Employee, or if the Grantee dies within twelve (12) months after termination of service in accordance with subparagraph (iii) hereof, or if the Grantee shall die within three (3) months after termination of service in accordance with subparagraph (ii) hereof, the Option will expire twelve (12) months after the date of death. Following termination of employment for any reason, no Option shall become exercisable except to the extent such Option was exercisable on the date of such termination. 8. EXERCISE OF OPTION (a) Options shall be exercised by delivering or mailing at the time of exercise to the Secretary of CCCISG or his/her designee: (i) A notice, in the form and manner prescribed by the Committee, specifying the number of shares to be purchased under an Option, and -4- (ii) Payment in full of the Exercise Price, and any associated withholding tax, for the Shares so purchased by (1) a money order, cashiers check or certified check payable to CCCISG, (2) shares of Common Stock owned by the Grantee (duly endorsed), or (3) such other form of payment as shall be determined by the Committee to be acceptable. Any shares delivered to CCCISG as payment for Shares upon exercise of the Option shall be valued at their fair market value as of the date of exercise of the Option as determined by (A) reference to prices quoted on the Nasdaq National Market, or such other public exchange or market designated by the Committee, for the Common Stock or, (B) if no such quotation exists, as determined by the Committee in its sole discretion. (b) All Options granted under the Plan shall be subject to a vesting schedule, which shall be determined in the discretion of the Committee. (c) No Option shall be exercisable in whole or in part and no certificates representing Shares subject to the Option shall be delivered at any time that CCCISG shall determine that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable, unless and until such withholding, shall have been effected. (d) Options shall be exercisable only with respect to whole Shares and shall not be exercisable with respect to fractional Shares. 9. ADJUSTMENT OF AND CHANGES IN THE STOCK (a) In the event that the shares of Common Stock of CCCISG shall be changed into or exchanged for a different number or kind of shares of stock or other securities of CCCISG or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise), or if the number of shares of Common Stock of CCCISG shall be increased through a stock split or the payment of a stock dividend, then there shall be substituted for or added to each share of Common Stock of CCCISG theretofore appropriated or thereafter subject or which may become subject to an Option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of CCCISG shall so be changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be. Outstanding Options shall also be amended as to price and other terms if necessary to reflect the foregoing events. In -5- the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of CCCISG or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option theretofore granted or which may be granted under the Plan, such adjustment shall be made in accordance with such determination. (b) No right to purchase fractional shares shall result from any adjustment in Options pursuant to this Section 9. In case of any such adjustment the shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by CCCISG to each Grantee which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan. (c) In the event CCCISG is a party to a merger or other reorganization, outstanding options shall not be affected if CCCISG is the surviving corporation. If CCCISG is not the surviving corporation, outstanding options subject to the agreement of merger or reorganization shall either be continued by the surviving corporation at a comparable economic value, or a cash settlement shall be provided to optionholders for all vested and unvested options. 10. ISSUANCE OF SHARES OF COMMON STOCK Upon receipt of the notice of exercise and payment of the Exercise Price, CCCISG shall, subject to the provisions of Section 8(c), issue to the Grantee a certificate or certificates for the Shares purchased, without charge to him for issue or transfer tax. Until the issuance of such certificates, no right to vote or receive dividends or other distributions nor any other rights as a stockholder of CCCISG shall exist with respect to Shares receivable notwithstanding the exercise of the Option. Except as provided in Section 9, no adjustment shall be made for distribution or other rights for which the record date is prior to the date a Common Stock certificate is issued. 11. TRANSFERABILITY OF OPTION Each Option shall be transferable only by will or the laws of descent and distribution and shall only be exercisable by the Grantee during his or her lifetime. 12. AMENDMENT OR TERMINATION OF THE PLAN (a) The Committee may amend the Plan from time to time in such respects as the Committee may deem advisable. Any such amendment may apply to any Options that were granted before the date such amendment is adopted, but that have not been exercised as -6- of the date such amendment is adopted, provided that no such amendment shall change the number of Shares subject to, or the Exercise Price of, any such Option. No such amendment shall affect any Option that has been exercised before the date such amendment is adopted. (b) The Committee may at any time terminate the Plan. Any such termination of the Plan shall not affect Options previously granted and such Options shall remain in full force and effect as if the Plan had not been terminated. 13. AGREEMENT AND REPRESENTATIONS OF GRANTEE As a condition to the exercise of any portion of an Option, CCCISG may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or otherwise distribute such Shares. The Shares shall not be offered, sold, transferred, pledged or otherwise disposed of by the person exercising the Option in the absence of registration, or the availability of an exemption from registration, under the Securities Act of 1933. No such offer, sale, transfer, pledge or other disposition may be made without prior written opinion of counsel for CCCISG that such offer, sale, transfer, pledge or other disposition will not violate the Securities Act of 1933 or other applicable securities law, rule or regulation of any jurisdiction. 14. TAX CONSIDERATIONS All options granted under the Plan are not intended to qualify, and shall not be treated as, "incentive stock options" as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. 15. RESERVATION OF SHARES CCCISG, during the term of this Plan, shall at all times reserve and keep available, and shall seek or obtain from any regulatory body having jurisdiction any requisite authority in order to sell, such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of CCCISG to obtain from any regulatory body having jurisdiction the authority deemed by CCCISG's counsel to be necessary for the lawful sale of any Shares hereunder shall relieve CCCISG of any liability in respect of the failure to sell such Shares as to which such requisite authority shall not have been obtained. -7- 16. NOTICE All notices delivered pursuant to the Plan shall be in writing, delivered by hand or by first class certified mail, return receipt requested, postage prepaid as specified in the Stock Option Agreement. 17. GOVERNING LAW The Plan shall be construed and its provisions enforced and administered in accordance with the laws of the State of Delaware, except to the extent that such laws may be superseded by any Federal law. -8- EX-4.05 3 STOCK OPTION AGREEMENT Exhibit 4.05 FORM OF STOCK OPTION AGREEMENT PURSUANT TO THE CCC INFORMATION SERVICES GROUP INC. 1997 STOCK OPTION PLAN THIS AGREEMENT dated as of _____________ ("COMMENCEMENT DATE") and entered into, in duplicate, by and between CCC Information Services Group, Inc., a Delaware corporation ("CCCG") and ______________ living at ____________ an employee of CCC Information Services Inc. ("the GRANTEE"). The CCC Information Services Group Inc. 1997 Stock Option Plan (the "PLAN"), a copy of which is attached hereto, has been duly adopted by action of the CCCG Board of Directors; and The Compensation Committee of the Board of Directors of CCCG, acting as the Committee referred to in the Plan (the "COMMITTEE"), has authorized the granting to the Grantee of a stock option as defined in the Plan (the "OPTION") to purchase the number of shares of Common Stock of CCCG specified herein, upon the terms and subject to the conditions hereinafter set forth, and CCCG desires by this instrument to grant said Option and to specify the terms and conditions thereof; and The shares of the Common Stock of CCCG that are covered by the Option hereby granted under the Plan, when added to the other shares of the Common Stock of CCCG that are covered by other stock options granted under the Plan, do not exceed the total number of shares of the Common Stock of CCCG with respect to which awards are authorized to be granted under the Plan pursuant to Section 4 of the Plan. It is therefore agreed by and between CCCG and the Grantee as follows: Section 1. CCCG hereby grants to the Grantee an Option to purchase an aggregate of ___ shares of the Common Stock of CCCG, par value $.10 per share (the "SHARES"). Subject to all of the terms and conditions hereinafter set forth, such Option shall be irrevocable. Section 2. The price at which such Option shall be exercised to purchase the Shares covered by this Agreement (the "EXERCISE PRICE") shall be the fair market value, as of the Commencement Date of the Option, determined by (a) reference to the closing price on the Nasdaq National Market for the Common Stock as of such Commencement Date, or (b) if no such quotation exists, as determined by the Committee in its sole discretion. Section 3. Subject to all of the other terms and conditions hereinafter set forth, the Option may be exercised by the Grantee after the respective dates hereinafter specified, but no later than five (5) years from the Commencement Date of this Agreement, namely: (a) On or after the first (1st) anniversary of the Commencement Date of this Agreement, which shall be _______, the Option may be exercised in respect of an additional twenty-five percent (25%) of the aggregate number of shares specified in Section 1. (b) On or after the second (2nd) anniversary of the Commencement Date of this Agreement, which shall be _______, the Option may be exercised in respect of an additional twenty-five percent (25%) of the aggregate number of shares specified in Section 1. (c) On or after the third (3rd) anniversary of the Commencement Date of this Agreement, which shall be _______, the Option may be exercised in respect of an additional twenty-five percent (25%) of the aggregate number of shares specified in Section 1. (d) On or after the fourth (4th) anniversary of the Commencement Date of this Agreement, which shall be _______, the Option may be exercised in respect of an additional twenty percent (20%) of the aggregate number of shares specified in Section 1. (e) If the Grantee's employment with the CCCG Companies terminates for any reason, the Option shall not be exercised with respect to any additional shares that the Grantee would have been entitled to purchase upon the occurrence of any anniversary date subsequent to the date of termination. SECTION 4. ON THE FIFTH (5TH) ANNIVERSARY OF THE COMMENCEMENT DATE OF THIS AGREEMENT, WHICH SHALL BE _____, ALL OPTIONS NOT PREVIOUSLY EXERCISED SHALL EXPIRE AND GRANTEE SHALL HAVE NO FURTHER RIGHT OR INTEREST IN SUCH OPTIONS GRANTED HEREUNDER. Notwithstanding a maximum of five (5) years, the Option shall expire sooner than the expiration of six (6) years as follows: (a) If the employment of the Grantee is terminated for any reason other than as specified in paragraphs (b), (c) or (d) hereof, then the Option will expire on the thirtieth (30th) day after the date of such termination. (b) Subject to paragraphs (c) and (d) hereof, if the Grantee retires from the CCCG Companies at an age at which such Grantee would be eligible to receive the benefits under the Federal Social Security Act or retires with the consent of the Board of -2- Directors of CCCG, the Option will expire three (3) months after the date of termination. (c) Subject to paragraph (d) hereof, if the Grantee becomes Disabled while serving as an Employee, the Option will expire twelve (12) months after the date of termination of the Employee's employment as the result of having become Disabled. (d) If the Grantee dies while serving as an Employee, or if the Grantee dies within twelve (12) months after termination of service in accordance with paragraph (c) hereof, or if the Grantee shall die within three (3) months after termination of service in accordance with paragraph (b) hereof, the Option will expire twelve (12) months after the date of death. Section 5. The Option or a portion thereof shall be exercised by delivering or mailing at the time of exercise to the Committee: (a) a notice in writing specifying the number of whole Shares to be purchased, and (b) payment in full of the Exercise Price, and associated withholding tax, for the Shares so purchased by (i) a money order, cashiers check, certified check or personal check payable to CCCG, (ii) shares of Common Stock owned by the Grantee duly endorsed for transfer, of (iii) such other form of payment as shall be determined by the Committee to be acceptable. Any shares delivered to CCCG as payment for Shares upon exercise of the Option shall be valued at their fair market value as of the date of exercise of the Option as determined by (a) reference to closing price quoted on the Nasdaq National Market for the Common Stock or (b) if no such quotation exists, as determined by the Committee in its sole discretion. Section 6. Each exercise of the Option or portion thereof shall be subject to the condition that if at any time CCCG shall determine, in its discretion, that it is necessary or desirable as a condition of, or in connection with, such exercise (or the delivery of Shares thereunder) (i) to satisfy withholding tax or other withholding liabilities, (ii) to effect the listing, registration or qualification on any securities exchange or under any state or federal law of any Shares deliverable in connection with such exercise, or (iii) to obtain the consent or approval of any regulatory body, then in any such event such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to CCCG. Any such limitation affecting the right to exercise an Option shall not extend the time within which the Option may be exercised, unless the Committee in its sole discretion determines otherwise; and neither CCCG nor the directors or officers of CCCG nor the -3- Committee shall have any obligation or liability to the Grantee or to any executor, administrator, guardian or other legal representative of the Grantee with respect to any Shares with respect to which the Option shall lapse or with respect to which the purchase of Shares shall not be effected, because of such limitation. Section 7. The Grantee shall be solely responsible for any federal, state or local income taxes imposed in connection with the exercise of the Option or the delivery of Shares incident thereto. Prior to the transfer of Shares to the Grantee in connection with the exercise of the Option, or a portion thereof, the Grantee shall remit to CCCG an amount sufficient to satisfy any federal, state or local withholding tax requirements. Section 8. The Option shall be exercised only by the Grantee or, in the case of the Grantee's death or incapacity, by the Grantee's executors, administrators, guardians or other legal representatives and shall be transferable only by will or the by laws of descent and distribution. Section 9. Upon receipt of the notice of exercise and payment of the Exercise Price, CCCG shall, subject to the provisions of Sections 6 and 7 of this Agreement, promptly issue to the Grantee a certificate or certificates for the Shares purchased, without charge to him for issue or transfer tax. Until the issuance of such certificates, no right to direct the vote or receive dividends or other distributions nor any other rights as a stockholder of CCCG shall exist with respect to Shares receivable, notwithstanding the exercise of the Option. Except as provided in Section 10 of this Agreement, no adjustment shall be made for distribution or other rights for which the record date is prior to the date a Common Stock certificate is issued. Section 10. (a) In the event that the shares of Common Stock of CCCG shall be changed into or exchanged for a different number or kind of shares of stock or other securities of CCCG or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise), or if the number of shares of Common Stock of CCCG shall be increased through a stock split or the payment of a stock dividend, then there shall be substituted for or added to each share of Common Stock of CCCG theretofore appropriated or thereafter subject or which may become subject to an Option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of CCCG shall so be changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be. Outstanding Options shall also be amended as to price and other terms if necessary to reflect the foregoing events. In -4- the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of CCCG or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option theretofore granted or which may be granted under the Plan, such adjustment shall be made in accordance with such determination. (b) No right to purchase fractional shares shall result from any adjustment in Options pursuant to this Section 10. In case of any such adjustment, the shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by CCCG to each Grantee which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan. (c) In the event CCCG is a party to a merger or other reorganization, outstanding options shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding options by the surviving corporation or its parent, for their continuation by CCCG (if CCCG is a surviving corporation), for accelerated vesting and accelerated expiration, or for settlement in cash. Section 11. Nothing contained in this Agreement shall be deemed by implication or otherwise to confer upon the Grantee any right of continual employment by any of the CCCG Companies. Section 12. Any notice to be given hereunder by the Grantee shall be hand delivered or sent by mail, return receipt requested, addressed to CCC Information Services Group Inc., 444 Merchandise Mart, Chicago, Illinois 60654- 1005, to the attention of the Corporate Secretary. Any notice by CCCG to the Grantee shall be sent by mail addressed to the Grantee at the address of the Grantee shown on page 1 hereof. Either party may, by notice given to the other in accordance with this Section 12, change the address to which subsequent notices shall be sent. Section 13. It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Shares after the exercise in whole or in part of the Option. Section 14. The Option is not, is not intended to be, and shall not be treated as, an "incentive stock option" as defined in Section 422 of the Internal Revenue Code of 1986. -5- Section 15. This Agreement is entered into pursuant to the Plan (a copy of which is delivered to the Grantee concurrently with this grant). This Agreement is subject to all of the terms and provisions of the Plan, which are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the Plan, the provisions of the Plan shall govern. Unless otherwise defined herein, all capitalized terms contained herein shall have the same meaning as set froth in the Plan. Section 16. This Agreement shall be governed by, and shall be construed, enforced and administered with, the laws of the State of Delaware, except to the extent that such laws may be superseded by any Federal law. This Agreement may not be modified orally. Section 17. This Agreement shall remain in full force and effect and shall be binding against the parties hereto for so long as the Option remains outstanding and any Shares issued to the Grantee under this Agreement continue to be held by the Grantee. IN WITNESS WHEREOF, CCCG has caused this Agreement to be executed in its corporate name, and the Grantee has executed the same in evidence of the Grantee's acceptance hereof, upon the terms and conditions herein set forth, as of the day and year first above written. CCC Information Services Group Inc. By: ----------------------------- Gerald P. Kenney, Secretary -------------------------------- Grantee -------------------------------- Printed Name -6- EX-5.01 4 WINSTON & STRAWN LETTER Exhibit 5.01 CCC Information Services Group Inc. 444 Merchandise Mart Chicago, Illinois 60654 Re: 675,800 Shares of Common Stock, $0.10 par value, of CCC Information Services Group Inc. ------------------------------------------------ Dear Sir or Madam: We refer to the Registration Statement on Form S-8 (the "Registration Statement") filed by CCC Information Services Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 675,800 shares of Common Stock, $0.10 par value (the "Shares"), of the Company which may be issued upon exercise of stock options granted to employees of the Company pursuant to the CCC Information Services Group 1997 Stock Option Plan (the "Plan"). We are familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares will be, as and when acquired in accordance with the terms and conditions of the Plan, legally issued, fully paid and non-assessable under the Delaware General Corporation Law. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, Winston & Strawn EX-23.02 5 CONSENT OF PRICE WATRERHOUSE Exhibit 23.02 Consent of Price Waterhouse LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 1997, which appears on page 22 of the CCC Information Services Group Inc. Annual Report on Form 10-K/A for the year ended December 31, 1996. Price Waterhouse LLP Chicago, Illinois April 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----