As filed with the Securities and Exchange Commission on December 16, 2002. Registration No. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- CHECKFREE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 58-2360335 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4411 East Jones Bridge Road Norcross, Georgia 30092 (Address of Registrant's principal executive offices) ------------------- CHECKFREE CORPORATION 401(K) PLAN (Full Title of the Plan) ------------------- Peter F. Sinisgalli President and Chief Operating Officer CheckFree Corporation 4411 East Jones Bridge Road Norcross, Georgia 30092 (678) 375-3000 (Name, address and telephone number of agent for service) ------------------- Copies of Correspondence to: Robert J. Tannous, Esq. Porter, Wright, Morris & Arthur LLP 41 South High Street Columbus, Ohio 43215 ------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share* Price* Fee* - ------------------------------------------------------------------------------------------------------------------ Common stock, $.01 par value...... 1,000,000 $14.27 $14,270,000 $1,313 - ------------------------------------------------------------------------------------------------------------------ * Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices of CheckFree Corporation Common Stock as reported on the Nasdaq National Market System on December 13, 2002. This Registration Statement shall be deemed to cover an indeterminate number of additional shares of CheckFree Corporation common stock, $.01 par value, as may be issuable pursuant to future stock dividends, stock splits or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests in the Plan to be offered or sold pursuant to the CheckFree Corporation 401(k) Plan.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information concerning the CheckFree Corporation 401(k) Plan, specified in Part I will be sent or given to employees as specified by Rule 428(b)(1). These documents are not filed as part of this registration statement in accordance with the Note to Part I of the Form S-8 Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE We incorporate by reference into this Registration Statement the contents of the Form S-8 registration statement dated June 28, 2002, file number 333-91490, previously filed by the Registrant with the Securities and Exchange Commission. II-2
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on December 16, 2002. CHECKFREE CORPORATION By: /s/ David E. Mangum ----------------------------------------------- David E. Mangum, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE * Peter J. Kight Chairman of the Board of Directors ) December 16, 2002 - ---------------------------------------- and Chief Executive Officer ) Peter J. Kight (Principal Executive Officer) ) ) /s/ David E. Mangum Executive Vice President and ) December 16, 2002 - ---------------------------------------- Chief Financial Officer (Principal ) David E. Mangum Financial Officer ) ) *Joseph P. McDonnell Vice President, Controller, and Chief ) December 16, 2002 - ---------------------------------------- Accounting Officer (Principal Accounting ) Joseph P. McDonnell Officer) ) ) ) *William P. Boardman Director ) December 16, 2002 - --------------------------------------- ) William P. Boardman ) ) *James D. Dixon Director ) December 16, 2002 - --------------------------------------- ) James D. Dixon ) ) Director ) - --------------------------------------- ) Henry C. Duques ) ) *Mark A. Johnson Director ) December 16, 2002 - --------------------------------------- ) Mark A. Johnson ) ) *Lewis C. Levin Director ) December 16, 2002 - --------------------------------------- ) Lewis C. Levin ) ) *Eugene F. Quinn Director ) December 16, 2002 - --------------------------------------- ) Eugene F. Quinn ) ) *Jeffrey M. Wilkins Director ) December 16, 2002 - --------------------------------------- ) Jeffrey M. Wilkins ) *By: /s/ Curtis A. Loveland --------------------------------------- Curtis A. Loveland, attorney-in-fact for each of the persons indicated II-3
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the CheckFree Corporation 401(k) Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on December 16, 2002. PLAN FIDUCIARY By: /s/ Jackie Whitehead ------------------------------------------ Jackie Whitehead, Authorized Representative
REGISTRATION NO. 333- -------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- CHECKFREE CORPORATION -------------------------- EXHIBITS --------------------------
EXHIBIT INDEX Exhibit Exhibit Number Description ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of the Company. (Reference is made to Exhibit 4(e) to the Registration Statement on Form S-8 (Registration No. 333-50322), filed with the Securities and Exchange Commission on November 20, 2000, and incorporated herein by reference.) 4.2 By-Laws of the Company. (Exhibit 3(b) to the Current Report on Form 8-K, dated December 22, 1997, filed with the Securities and Exchange Commission on December 30, 1997, and incorporated herein by reference). 5.1 * Opinion of Porter, Wright, Morris & Arthur LLP regarding legality. 5.2 Internal Revenue Service determination letter regarding qualification under section 401 of the Internal Revenue Code. (Reference is made to Exhibit 5.2 to the Registration Statement on Form S-8 (Registration No. 333-91490), filed with the Securities and Exchange Commission on June 28, 2002, and incorporated herein by reference.) 10.1 CheckFree Corporation 401(k) Plan. (Reference is made to Exhibit 10.1 to the Registration Statement on Form S-8 (Registration No. 333-91490), filed with the Securities and Exchange Commission on June 28, 2002, and incorporated herein by reference.) 23.1 Consent of Porter, Wright Morris & Arthur LLP (included in Exhibit 5 filed herein). 23.2 * Consent of Deloitte & Touche LLP. 23.3 * Consent of Deloitte & Touche LLP. 24 * Power of Attorney. - ---------- * Filed with this Registration Statement
Exhibit 5.1 PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215-6194 Telephone: (614) 227-2000 Facsimile: (614) 227-2100 December 16, 2002 CheckFree Corporation 4411 East Jones Bridge Road Norcross, Georgia 30092 Re: Registration Statement on Form S-8 CheckFree Corporation 401(k) Plan (the "Plan") Ladies and Gentlemen: We have acted as counsel for CheckFree Corporation, a Delaware corporation ("CheckFree"), in connection with the Registration Statement on Form S-8 (the "Registration Statement"), filed by CheckFree with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of an additional 1,000,000 shares of CheckFree common stock, $.01 par value (the "Shares"), to be issued under the Plan. In connection with this opinion, we have examined such corporate records, documents, and other instruments of the registrant as we have deemed necessary. Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Porter, Wright, Morris & Arthur LLP Porter, Wright, Morris & Arthur LLP
Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of CheckFree Corporation on Form S-8 of our reports dated August 8, 2002 appearing in and incorporated by reference in the Annual Report on Form 10-K of CheckFree Corporation for the year ended June 30, 2002. /s/ Deloitte & Touche LLP Atlanta, Georgia December 16, 2002
Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of CheckFree Corporation on Form S-8 of our report dated June 14, 2002 appearing in the Annual Report on Form 11-K of the CheckFree Corporation 401(k) Plan for the year ended June 30, 2001. /s/ Deloitte & Touche LLP Atlanta, Georgia December 16, 2002
Exhibit 24 POWER OF ATTORNEY ----------------- Each of the undersigned officers and directors of CheckFree Corporation, a Delaware corporation (the "Company") hereby appoints Peter J. Kight, David E. Mangum, and Curtis A. Loveland as his true and lawful attorneys-in-fact, or any of them, with power to act without the others, as his true and lawful attorney-in-fact, in his name and on his behalf, and in any and all capacities stated below, to sign and to cause to be filed with the Securities and Exchange Commission (the "Commission"), the Company's Registration Statement on Form S-8 (the "Registration Statement") to register under the Securities Act of 1933, as amended, an additional 1,000,000 shares of Common Stock, $.01 par value, of the Company to be sold and distributed by the Company pursuant to the CheckFree Corporation 401(k) Plan (the "Plan"), and any and all amendments, including post-effective amendments, to the Registration Statement, hereby granting unto such attorneys-in-fact, and to each of them, full power and authority to do and perform in the name of and on behalf of the undersigned, in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to each such attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof. IN WITNESS WHEREOF, the undersigned have signed these presents this 2nd day of December, 2002. Signature Title --------- ----- /s/ Peter J. Kight Chairman of the Board of Directors - -------------------------------------- and Chief Executive Officer Peter J. Kight (Principal Executive Officer) /s/ David E. Mangum Executive Vice President and Chief - -------------------------------------- Financial Officer David E. Mangum (Principal Financial Officer) /s/ Joseph P. McDonnell Vice President, Controller, and Chief Accounting - -------------------------------------- Officer (Principal Accounting Officer) Joseph P. McDonnell /s/ William P. Boardman Director - -------------------------------------- William P. Boardman /s/ James D. Dixon Director - -------------------------------------- James D. Dixon Director - -------------------------------------- Henry C. Duques /s/ Mark A. Johnson Director - -------------------------------------- Mark A. Johnson /s/ Lewis C. Levin Director - -------------------------------------- Lewis C. Levin /s/ Eugene F. Quinn Director - -------------------------------------- Eugene F. Quinn /s/ Jeffrey M. Wilkins Director - -------------------------------------- Jeffrey M. Wilkins