File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------------
Fiserv, Inc.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1506125
(State of jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(414) 879-5000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
KENNETH R. JENSEN
Senior Executive Vice President
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
(414) 879-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Shares to be Price Per Offering Registration
to be Registered Registered Share (1) Price Fee
Common Stock, $.01 par value 853,710 $45.03 $38,442,561 $11,649.26
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
-----------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
853,710 Shares
Fiserv, Inc.
The Financial Data Services Company
Common Stock
This Prospectus may be used in connection with the distribution of up
to 853,710 shares of Fiserv, Inc. Common Stock, $.01 par value (the "Shares"),
proposed to be disposed of from time to time by the Selling Shareholders named
herein. See "Selling Shareholders". The Company will not receive any of the
proceeds from the sale of the Shares. The expenses of the registration of which
this Prospectus forms a part will be paid by the Company. The Common Stock of
the Company is traded in the NASDAQ National Market System under the symbol
"FISV". On July 16, 1997, the reported closing sale price of the Common Stock
as quoted on the NASDAQ National Market System was $48.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the NASDAQ National Market
System (or any exchange on which the Common Stock may then be listed), in
negotiated transactions or otherwise. Sales will be effected at such prices and
for such consideration as may be obtainable from time to time. Commission
expenses and brokerage fees, if any, will be paid individually by the Selling
Shareholders. See "Plan of Distribution".
July ___,1997
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
---------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
Company's: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed with the Securities and Exchange Commission (the "Commission") on
February 18, 1997; (ii) Periodic Report on Form 8-K dated March 3, 1997 filed
with the Commission; (iii) Quarterly Report on Form 10-Q, filed with the
Commission on April 22, 1997; (iv) Periodic Report on Form 8-K dated June 13,
1997; (v) Form 8 dated June 25, 1997; and (vi) all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in 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
Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Mr. Charles W. Sprague, Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000.
The Company's headquarters are located at 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000. Fiserv was incorporated as a Delaware
corporation in 1984, and reincorporated as a Wisconsin corporation in 1992. The
terms "Fiserv" and the "Company" as used herein mean Fiserv, Inc. and, unless
the context otherwise requires, its consolidated subsidiaries.
2
THE COMPANY
Fiserv, with operations in 75 cities, including 15 cities in Canada,
England and Singapore, is a leading independent provider of financial data
processing systems and related information management services and products to
banks, credit unions, mortgage banks, savings institutions and other financial
intermediaries. These services and products are based primarily on proprietary
software developed by Fiserv and maintained on computers located at data
processing centers throughout the United States. Fiserv is ranked as the
nation's leading data processing provider for banks and savings institutions in
terms of total clients served and is the nation's second leading data processing
provider for credit unions and mortgage banks. Fiserv directly supports account
and transaction processing software systems for approximately 3,383 financial
institutions; maintaining approximately 50 million service bureau accounts.
Fiserv delivers this account and transaction processing in all four of the
traditional delivery modes: service bureau; facilities management; resource
management; and in-house solutions. Fiserv also provides electronic banking
services, which include Automated Teller Machine ("ATM")/Electronic Funds
Transfer ("EFT") services to financial institutions, and processing
approximately 200 million ATM transactions annually. Fiserv also provides check
and share draft remittance and back-office processing to financial institutions,
handling approximately over 3.6 billion prime pass items per year through its
regional item processing centers located in over 45 cities in North America. In
addition, Fiserv provides trust administration services for IRAs and other
retirement plans, and furnishes microcomputer software to financial institutions
for executive information and decision support systems. The total client base
served by Fiserv includes more than 5,000 financial institutions. Fiserv
believes that its focus on customer service and the contractual nature of its
business, combined with its historical renewal experience, provide a high level
of recurring revenues.
Since Fiserv's formation in 1984, it has expanded its operations
through over 60 acquisitions and internally through the growth of existing
clients. From 1988 to 1996, Fiserv's revenues increased from $125.0 million to
$798.3 million, its operating income increased from $15.5 million to $123.6
million and its net income grew from $9.2 million to $61.7 million. During this
period, net income per common and common equivalent share increased from $.33 to
$1.34.
RECENT DEVELOPMENTS
On May 30, 1997, Fiserv completed its previously announced acquisition
of BHC Financial, Inc. ("BHC") pursuant to a stock-for-stock merger under which
Fiserv will acquire all of the outstanding shares of BHC for $33.50 per share.
BHC, based in Philadelphia, provides securities processing and support
services to banks, insurance companies, brokerage firms, money managers and
mutual fund companies. It currently processes approximately 10,000 integrated
trade executions and clearings per day. In 1996, BHC reported revenues of $81.2
million, net income of $18.0 million and earnings per share of $2.69, increases
of 24%, 29% and 39%, respectively, over the previous year's levels.
3
USE OF PROCEEDS
All proceeds from the sale of the Shares to be sold pursuant to this
Prospectus will be for the account of the Selling Shareholders. As a
consequence, the Company will not receive any proceeds from the sale of the
Shares offered by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock. The
Company intends to retain earnings for use in its business and, therefore, does
not anticipate paying any cash dividends in the foreseeable future. The
Company's existing long-term debt instruments contain provisions limiting the
amount of cash dividends the Company can pay.
SELLING SHAREHOLDERS
The following table sets forth information with respect to the number
of shares of Common Stock beneficially owned by each of the Selling
Shareholders.
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Akers Family Trust
August 1991 564 15 549 --
W. Duane Albert, M.D. 564 15 549 --
Lester H. Amey 858 24 834 --
Robert T. Arnold 4,590 4,590 -0- --
Richard M. Bare 19,236 19,236 -0- --
Wilbur F. Bettis IRA 2,530 71 2,459 --
Vincent G. Bell, Jr. 5,683 5,683 -0- --
Richard L. Bunn 6,338 6,338 -0- --
Vincent Capka 90,000 22,500 67,500 --
Albert J. & Patricia
Clerc 1,355 38 1,317 --
Henry H. Clines 34,810 34,810 -0- --
Bill G. Coker, D.D.S. 1,129 31 1,098 --
Joseph P. Coladonato 2,903 79 2,824 --
Carroll Hood Crouch, Jr. 3,584 3,584 -0- --
4
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Larry R. Cryder 564 564 -0- --
Larry R. Cryder, Trustee
FBO Julie A. Claus 140 140 -0- --
Peter J. DaPuzzo 1,129 1,129 -0- --
Floyd M. & Florence E.
Davis 564 15 549 --
George L. Denton, Jr. 4,371 4,371 -0- --
Lawrence E. Donato 59,372 59,372 -0- --
Inge Estridge 564 564 -0- --
M.N. Estridge, M.D. 2,259 2,259 -0- --
Eldon L. Foltz, M.D. 886 886 -0- --
Robert H. Foulks 9,618 9,618 -0- --
James E. Frazier 281 281 -0- --
Barbara Frey 140 140 -0- --
Frederick Goldberg 846 846 -0- --
Herbert I. Goldberg 2,137 2,137 -0- --
William K. Gumpert 2,824 2,824 -0- --
John F. Hemmer, M.D. 1,344 1,344 -0- --
Charles Hoon 140 140 -0- --
Clayton Hoon 140 140 -0- --
David M. Hoon 140 140 -0- --
H. Stanley Jones 281 281 -0- --
Robert B. Kaplan 26,767 26,767 -0- --
Rachel E. Kehrberg,
Trustee, Rachel E.
Kehrberg 1987 Trust 1,344 1,344 -0- --
Carol L. Kindstrand 819 819 -0- --
Sam T. Knappenberger 3,106 3,106 -0- --
5
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Walter J. Koller 13,814 13,814 -0- --
Gloria C. Mason 1,411 1,411 -0- --
John Keith Mason, M.D. 1,524 1,524 -0- --
Morris L. Miller 25,533 25,533 -0- --
Michael Murphy 8,571 8,571 -0- --
Charles E. Naddaff 9,869 9,869 -0- --
E. Louise Newquist 1,129 1,129 -0- --
Charles Peterson 281 7 274 --
Harold Pierson 1,638 1,638 -0- --
Richard C. Reason 1,615 45 1,570 --
John A. Rumsfeld, M.D. 1,678 31 1,647 --
John W. Saunders, Jr. 6,120 6,120 -0- --
George or Marina
Schreyer, Trustees FBO
The Multilayer
Technology, Inc.
Defined Benefit
Pension Plan 2,903 79 2,824 --
Lincoln Trust Company,
Custodian FBO Carolin
Kay Seibert 281 7 274 --
Dennis K. Senft 564 15 549 --
Charles E. Smith 338 9 329 --
SouthTrust Corporation 219,862 219,862 -0- --
William T. Spane, Jr. 82,154 82,154 -0- --
Ronald P. or Carol A.
Thon, Trustees, Thon,
Inc. Profit Sharing Trust 715 715 -0- --
6
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Shareholder Offering (1) Herein Offering (2) Offering (2)
- ------------------- ------------ ------ -------- ------------
Ronald P. or Carol A.
Thon, Trustees, Ronald
P. Thon and Carol A.
Thon Revocable Family
Trust dated November
11, 1996 526 526 -0- --
William M. Thon, Trustee,
Carol A. Thon Charitable
Remainder Trust dated
June 17, 1996 176 176 -0- --
William M. Thon, Trustee,
Ronald P. Thon Charitable
Remainder Trust dated
June 17, 1996 176 176 -0- --
William M. Thon 3,904 109 3,795 --
Larry Urbach 364,500 28,200 291,750 --
Urbach Partners, L.P. 307,800 44,550 263,250 --
USAA Investment
Corporation 91,348 91,348 -0- --
Joel F. Walker 281 7 274 --
Jerold Weiner 466,800 72,970 367,050 --
Weiner Partners, L.P. 371,030 26,780 344,250 --
James R. Waller, Jr. 564 15 549 --
Charles Zeigler, M.D. 2,824 79 2,745 --
- ----------
1 Information as of July 1, 1997.
2 Assumes all shares registered herein are sold.
7
DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or
by pledgees, donees, transferees or other successors in interest. Such sales may
be made in any one or more transactions (which may involve block transactions)
in the over-the-counter market, on NASDAQ, and any exchange in which the Common
Stock may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may sell the Shares as
agent or may purchase such Shares as principal and resell them for their own
account pursuant to this prospectus. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or purchasers of Shares from whom they may act
as agent (which compensation may be in excess of customary commissions).
The Company has informed the Selling Shareholders that the
anti-manipulative rules under the Securities Exchange Act of 1934 (Rules 10b-6
and 10b-7) may apply to their sales of Shares in the market. Also, the Company
has informed the Selling Shareholders of the need for delivery of copies of the
Prospectus in connection with any sale of securities registered hereunder in
accordance with applicable prospectus delivery requirements.
In connection with such sales, the Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with certain state securities, laws, if applicable,
the Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of the Common Stock offered
hereby will be passed upon for the Company by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 21,461 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
EXPERTS
The financial statements incorporated by reference in this prospectus
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
8
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. This Prospectus does not contain all
information set forth in the Registration Statement and the exhibits thereto
which the Company has filed with the Commission under the Securities Act of
1933, as amended (the "Act"), and to which reference is hereby made. Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; Seven World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates upon
request from the Public Reference Section of the Commission at Room 1024 at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's registration
statements, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006. The Commission also maintains a website on the
internet at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") filed
by the Company with the Commission under the Act. This Prospectus does not
contain all of the information included in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the Exhibits
relating thereto for further information with respect to the Company and the
Common Stock offered hereby.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such offer of solicitation is unlawful. Neither the delivery
of this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All amounts shown are estimates except
the Securities and Exchange Commission registration fee, the NASD filing fee and
the NASDAQ listing fee.
Item Amount
---- ------
SEC registration fee $11,649.26
NASDAQ listing fee 2,000.00
Accounting fees and expenses 2,000.00
Miscellaneous 1,350.74
==========
Total $17,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation. In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer breached
or failed to perform a duty owed to the corporation and such breach or failure
meets certain specified criteria constituting, in general, some act of
misconduct. In addition, the corporation may reimburse a director or officer for
his expenses in defending against actions as they are incurred upon the
director's or officer's written request accompanied by a written affirmation of
his good faith belief that he has not breached or failed to perform his duties
to the corporation and a written undertaking to repay amounts advanced if it is
ultimately determined that indemnification is not required under the Wisconsin
Business Corporation Law. A court of law may order that the corporation provide
indemnification to a director or officer if it finds that the director or
officer is entitled thereto under the applicable statutory provision or is
fairly and reasonably entitled thereto in view of all the relevant
circumstances, whether or not such indemnification is required under the
applicable statutory provision.
The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.
Provided that it is not determined by or on behalf of the corporation
that the director or officer breached or failed to perform a duty owed to the
corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, a Wisconsin corporation may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or by
a vote of the holders of a majority of its outstanding shares.
The Registrant's By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Corporation Law. This provision is not exclusive of any other
rights to indemnification or the advancement of expenses to which a director or
officer may be entitled under any written agreement, resolution of directors,
vote of shareholders, by law or otherwise.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
2.1 Stock Purchase Agreement, dated as of April 6, 1995, by and between
Fiserv, Inc. and Information Technology, Inc. (Filed as Exhibit 2.1
to the Company's Registration Statement on Form S-3, File No. 33-58709,
and incorporated herein by reference)
3.1 Restated Articles of Incorporation. (Filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-4, File No. 333-23349, and
incorporated herein by reference).
3.2 By-laws, (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-4, File No. 33-62870, and incorporated herein
by reference).
4.1 Credit Agreement dated as of May 17, 1995, as amended, among Fiserv,
Inc., the Lenders Party Thereto, First Bank National Association, as
Co-Agent, and The Bank of New York, as Agent. (Not being filed
herewith, but will be provided to the Commission upon its request,
pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.)
4.2 Note Purchase Agreement dated as of March 15, 1991, as amended, among
Fiserv, Inc., Aid Association for Lutherans, Northwestern National Life
Insurance Company, Northern Life Insurance Company and The North
Atlantic Life Insurance Company of America. (Not being filed herewith,
but will be provided to the Commission upon its request, pursuant to
Item 601(b) (4) (iii) (A) of Regulation S-K.)
4.3 Note Purchase Agreement dated as of April 30, 1990, as amended, among
Fiserv, Inc. and Teachers Insurance and Annuity Association of America.
(Not being filed herewith, but will be provided to the Commission upon
its request, pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.)
4.4 Note Purchase Agreement dated as of May 17, 1995 among Fiserv, Inc.,
Teachers Insurance and Annuity Association of America, Massachusetts
Mutual Life Insurance Company and Aid Association for Lutherans. (Not
being filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.)
5.1 Opinion of Charles W. Sprague, Esq.
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Charles W. Sprague, Esq.(included in Exhibit 5.1 hereto).
24. Powers of Attorney.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes 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
information statement.
The undersigned registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (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 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 15 above, 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 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin, on the 16th day of
July 1997.
FISERV, INC.
By /S/ K.R. JENSEN
--------------------------
Kenneth R. Jensen,
Senior Executive Vice President
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
* Chairman of the Board July 16, 1997
- ------------------- and Director
(George D. Dalton) (Principal Executive Officer)
* Vice Chairman, President July 16, 1997
- ------------------- and Director
(Leslie M. Muma)
Senior Executive Vice July 16, 1997
* President, Treasurer and Director
- -------------------
(Kenneth R. Jensen) (Principal Financial and Accounting Officer)
* Vice Chairman, President - July 16, 1997
- -------------------
(Donald F. Dillon) Information Technology, Inc. and Director
* Director July 16, 1997
- -------------------
(Gerald J. Levy)
* Director July 16, 1997
- -------------------
(L. William Seidman)
* Director July 16, 1997
- -------------------
(Thekla R. Shackelford)
* Director July 16, 1997
- -------------------
(Roland D. Sullivan)
*By: /S/ K.R. JENSEN
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
July 16, 1997
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
Fiserv, Inc.
Registration Statement on Form S-3
Dear Sirs:
I have acted as counsel to Fiserv, Inc., a Wisconsin corporation
("Fiserv"), in connection with its Registration Statement on Form S-3 (the
"Registration Statement"), filed under the Securities Act of 1933 (the "Act"),
relating to the proposed resales of up to 853,710 shares of its Common Stock,
$.01 par value (the "Shares"), by certain Selling Shareholders.
In that connection, I have examined originals, or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and By-Laws,
as amended, of Fiserv.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Wisconsin.
2. The Shares have been duly authorized and are validly issued
and fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Legal Matters" in the
Prospectus comprising a part of the Registration Statement. By giving the
foregoing consent, I do not admit that I come within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/S/ CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fiserv, Inc. on Form S-3 of our report dated January 31, 1997, incorporated by
reference in the Annual Report on Form 10-K of Fiserv, Inc. for the year ended
December 31, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/S/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
July 16, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ GEORGE D. DALTON
- ------------------------
George D. Dalton
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ LESLIE M. MUMA
- --------------------
Leslie M. Muma
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ KENNETH R. JENSEN
- ------------------------
Kenneth R. Jensen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ DONALD F. DILLON
- ------------------------
Donald F. Dillon
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ L. WILLIAM SEIDMAN
- -------------------------
L. William Seidman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ GERALD J. LEVY
- --------------------
Gerald J. Levy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ THEKLA R. SHACKELFORD
- -----------------------------
Thekla R. Shackelford
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents 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 and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ ROLAND D. SULLIVAN
- ----------------------------
Roland D. Sullivan
