As filed with the Securities and Exchange Commission on December 11, 2001
Registration 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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 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,
Chief Financial Officer and Treasurer
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 879-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
With a copy to:
Benjamin F. Garmer, III
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
----------------------------
Approximate date of commencement of proposed sale to the public: From time
to time 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|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
---------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Be Offering Price Aggregate Amount of
Securities to Be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee
- ------------------------------------ --------------------- --------------------- ------------------------ --------------------
Common Stock, $.01 par value, with
attached Preferred Stock Purchase 2,721,615 shares
Rights and rights $39.15 $106,551,227.25 $25,465.75
==================================== ===================== ===================== ======================== ====================
(1) Each share of Fiserv, Inc. Common Stock has attached thereto one Preferred Stock Purchase Right.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933 based upon the average of the high and low prices for Fiserv, Inc. Common Stock as
reported on the Nasdaq National Market on December 4, 2001. The value attributed to the Rights is reflected in the
price of the Common Stock.
----------------------------
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.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THIS OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 11, 2001
PROSPECTUS
2,721,615 Shares
FISERV, INC.
Common Stock
This prospectus relates to 2,721,615 shares of our common stock that we
previously issued in our acquisition of Trewit Inc. The shareholders named in
this prospectus under the heading "Selling Shareholders" may offer and sell this
common stock over time. We will not receive any of the proceeds from the sale of
the common stock.
Our common stock is traded on the Nasdaq National Market under the
symbol "FISV." On December 10, 2001, the closing sale price of our common stock
was $41.69 per share.
The selling shareholders may sell their common stock in public or
private transactions at prevailing market prices, at negotiated prices or
otherwise. They may sell the stock directly or through brokers or dealers.
Brokers or dealers may receive discounts or commissions from the selling
shareholders, which will be paid by the selling shareholders. See "Plan of
Distribution."
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-----------------
The date of this prospectus is , 2001.
TABLE OF CONTENTS
Page
Where You Can Find More Information....................................... 3
Information Incorporated by Reference..................................... 3
The Company............................................................... 4
Use of Proceeds........................................................... 4
Selling Shareholders...................................................... 5
Dividend Policy........................................................... 5
Description of Capital Stock.............................................. 5
Plan of Distribution...................................................... 8
Legal Matters............................................................. 10
Experts................................................................... 10
---------------
You should rely on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide different
information. This prospectus does not offer to sell or seek an offer to buy
shares of common stock in jurisdictions where offers and sales are not
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the common stock.
2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. We have also
filed a registration statement on Form S-3, including exhibits, under the
Securities Act of 1933 with respect to the common stock offered by this
prospectus. This prospectus is part of the registration statement, but does not
contain all of the information included in the registration statement or the
exhibits. You may read and copy the registration statement and any other
document that we file at the SEC's public reference rooms in Washington D.C.,
New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to the public on the internet at a website maintained by the SEC
located at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus. The most recent information that we file with the SEC
automatically updates and supersedes any older information. We incorporate by
reference the following documents we have filed and any future filings we make
with the SEC pursuant to Sections 13, 14 and 15(d) of the Securities Exchange
Act until the selling shareholders terminate the offering:
o Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
o Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;
o The description of our common stock contained in our
Registration Statement on Form 8-A dated September 3, 1986,
and any amendment or report updating that description; and
o The description of the preferred stock purchase rights
contained in our Registration Statement on Form 8-A dated
February 23, 1998, and any amendment or report updating that
description.
You may request a copy of any of these documents at no cost, by writing
or telephoning us at the following: Mr. Charles W. Sprague, Secretary, Fiserv,
Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045, telephone number (262)
879-5000.
3
THE COMPANY
We are a leading technology resource for information management systems
used by the financial industry. We were formed in 1984 through the combination
of two major regional data processing firms located in Milwaukee, Wisconsin, and
Tampa, Florida. These firms - First Data Processing of Milwaukee and Sunshine
State Systems of Tampa - began their operations in 1964 and 1971, respectively,
as the data processing operations of their parent financial institutions.
Historically, we expanded our operations by developing a range of services for
these parent organizations as well as other financial institutions. Since our
organization in 1984, we have grown through the continuing development of highly
specialized services and product enhancements, the addition of new clients and
the acquisition of firms complementing our organization.
We provide information management technology and related services to
banks, broker-dealers, credit unions, financial planners and investment
advisers, insurance companies, leasing companies, mortgage lenders and savings
institutions. We operate centers nationwide for full-service financial data
processing, software system development, item processing and check imaging,
technology support and related product businesses. In addition, we have business
support centers in Australia, Colombia, Indonesia, the Philippines, Poland,
Singapore and the United Kingdom.
Our headquarters are located at 255 Fiserv Drive, Brookfield, Wisconsin
53045, telephone (262) 879-5000. We were incorporated as a Delaware corporation
in 1984, and reincorporated as a Wisconsin corporation in 1992.
USE OF PROCEEDS
All proceeds from the sale of the shares of common stock to be sold
pursuant to this prospectus will be for the account of the selling shareholders.
As a consequence, we will not receive any proceeds from the sale of the shares
of common stock offered by the selling shareholders.
4
SELLING SHAREHOLDERS
The following table sets forth information as of December 10, 2001 with
respect to the number of shares of common stock beneficially owned by each of
the selling shareholders, and as adjusted to reflect the sale of all of the
shares of common stock offered by this prospectus.
Shares of Percent of
Shares of Common Stock Common Stock
Common Stock Shares of to be to be
Beneficially Owned Common Stock Beneficially Owned Beneficially Owned
Selling Shareholder Prior to Offering to be Offered After Offering After Offering
Summit Ventures V, L.P.............. 344,759 344,759 - -
Summit V Companion Fund, L.P........ 61,368 61,368 - -
Summit V Advisors Fund (QP), L.P.... 23,272 23,272 - -
Summit V Advisors Fund, L.P......... 7,111 7,111 - -
Summit Investors III, L.P........... 14,740 14,740 - -
William E. Sagan.................... 1,903,961 1,903,961 - -
Robert P. Brook..................... 180,976 180,976 - -
Andrew Thompson..................... 105,046 105,046 - -
Mark Davis.......................... 79,926 79,926 - -
James W. Cox........................ 228 228 - -
James B. Lockhart................... 228 228 - -
The selling shareholders acquired the shares of common stock offered by
this prospectus from us as consideration for our acquisition of Trewit Inc. as
of November 30, 2001. None of the selling shareholders has had a material
relationship with us within the past three years other than as a result of the
ownership of our common stock or other securities of ours or as a result of
their employment with a subsidiary of ours as of the date of the closing of our
acquisition of Trewit Inc.
DIVIDEND POLICY
We have not paid cash dividends on our common stock. We intend to
retain earnings for use in our business and, therefore, do not anticipate paying
any cash dividends in the foreseeable future. Our existing long-term debt
instruments contain provisions limiting the amount of cash dividends we can pay
on our common stock.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 300,000,000 shares of common
stock and 25,000,000 shares of preferred stock. As of December 10, 2001,
190,029,505 shares of our common stock were issued and outstanding and no shares
of our preferred stock were issued and outstanding.
Common Stock
Subject to Section 180.1150 of the Wisconsin Business Corporation Law
(described below under "Statutory Provisions"), holders of our common stock are
entitled to one vote for
5
each share of common stock held by them on all matters properly presented to
shareholders. Subject to the prior rights of the holders of any shares of our
preferred stock that are outstanding, our Board of Directors may at its
discretion declare and pay dividends on our common stock out of our earnings or
assets legally available for the payment of dividends. See "Dividend Policy."
Subject to the prior rights of the holders of any shares of our preferred stock
that are outstanding, if we are liquidated, then any amounts remaining after the
discharge of outstanding indebtedness will be paid pro rata to the holders of
our common stock. The shares of common stock offered by the selling shareholders
by this prospectus are legally issued, fully paid and nonassessable, except for
certain statutory liabilities that may be imposed by Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law for unpaid employee wages.
Preferred Stock
Our Board of Directors is authorized to issue our preferred stock in
series and to fix the voting rights; the designations, preferences, limitations
and relative rights of any series with respect to the rate of dividend, the
price, the terms and conditions of redemption; the amounts payable in the event
of voluntary or involuntary liquidation; sinking fund provisions for redemption
or purchase of a series; and the terms and conditions on which a series may be
converted.
In connection with the issuance of the rights described below, our
Board of Directors has authorized a series of our preferred stock designated as
series A junior participating preferred stock. Shares of our series A junior
participating preferred stock purchasable upon the exercise of the rights will
not be redeemable. Each share of our series A junior participating preferred
stock will be entitled to an aggregate dividend of 225 times the dividend we
declare per share of our common stock. In the event of our liquidation, the
holders of the shares of our series A junior participating preferred stock will
be entitled to a minimum aggregate payment of $1.00 per share but will be
entitled to an aggregate payment of 225 times the payment we make per share of
our common stock. Each share of our series A junior participating preferred
stock will have 225 votes, voting together with our common stock. Finally, in
the event of any merger, consolidation or other transaction in which shares of
our common stock are exchanged, each share of our series A junior participating
preferred stock will be entitled to receive 225 times the amount received per
share of our common stock. These rights are protected by customary antidilution
provisions. There are no shares of our series A junior participating preferred
stock currently outstanding.
The issuance of any series of our preferred stock, including the series
A junior participating preferred stock, may have an adverse effect on the rights
of holders of our common stock, and could decrease the amount of earnings and
assets available for distribution to holders of our common stock. In addition,
any issuance of our preferred stock could have the effect of delaying, deferring
or preventing a change in control.
Preferred Stock Purchase Rights
We have entered into a rights agreement pursuant to which each
outstanding share of our common stock, including the shares being sold by the
selling shareholders in the offering, has attached one right to purchase shares
of our series A junior participating preferred stock. Each
6
share of our common stock subsequently issued by us prior to the expiration of
the rights agreement will likewise have attached one right. Under circumstances
described below, the rights will entitle the holder thereof to purchase
additional shares of our common stock. In this prospectus, unless the context
otherwise requires, all references to our common stock include the accompanying
rights.
Currently, the rights are not exercisable and trade with our common
stock. If the rights become exercisable, each right, unless held by a person or
group which beneficially owns more than 15% of our outstanding common stock in
the aggregate, will initially entitle the holder to purchase 4/9 of one
one-hundredth of a share of our series A junior participating preferred stock at
a purchase price of $250, subject to adjustment. The rights will only become
exercisable if a person or group has acquired, or announced an intention to
acquire, 15% or more of our outstanding common stock in the aggregate. Under
some circumstances, including the existence of a 15% acquiring party, each
holder of a right, other than the acquiring party, will be entitled to purchase
at the right's then-current exercise price, shares of our common stock having a
market value of two times the exercise price. If another corporation acquires us
after a party acquires 15% or more of our common stock, each holder of a right
will be entitled to receive the acquiring corporation's common shares having a
market value of two times the exercise price. The rights generally may be
redeemed at a price of $.01 until a party acquires 15% or more of our common
stock, and after that time may be exchanged for one share of our common stock
per right until a party acquires 50% or more of our common stock. The rights
initially will expire on February 23, 2008. The rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
our earnings.
Statutory Provisions
Section 180.1150 of the Wisconsin Business Corporation Law provides
that the voting power of public Wisconsin corporations such as us held by any
person or persons acting as a group in excess of 20% of our voting power is
limited to 10% of the full voting power of those shares, unless full voting
power of those shares has been restored pursuant to a vote of shareholders.
Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law contain
some limitations and special voting provisions applicable to specified business
combinations involving Wisconsin corporations such as us and a significant
shareholder, unless the board of directors of the corporation approves the
business combination or the shareholder's acquisition of shares before these
shares are acquired.
Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business
Corporation Law contain special voting provisions applicable to some business
combinations, unless specified minimum price and procedural requirements are
met. Following commencement of a takeover offer, Section 180.1134 of the
Wisconsin Business Corporation Law imposes special voting requirements on share
repurchases effected at a premium to the market and on asset sales by the
corporation, unless, as it relates to the potential sale of assets, the
corporation has at least three independent directors and a majority of the
independent directors vote not to have the provision apply to the corporation.
7
PLAN OF DISTRIBUTION
The selling shareholders, including their donees, pledgees and
transferees, may offer and sell shares of common stock offered by this
prospectus from time to time and may also decide not to sell all the shares they
are allowed to sell under this prospectus. Sales that the selling shareholders
do make may be sold in one or more of the following transactions:
o on the Nasdaq National Market or any other securities exchange
or quotation service that lists or quotes the common stock for
trading;
o in the over-the-counter market;
o in transactions other than on such exchanges or services or in
the over-the-counter market;
o in privately negotiated transactions;
o through put or call option transactions relating to the shares
or through short sales of shares; and
o in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The transactions listed above
may include block transactions.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution.
The selling shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares of our common stock or of securities convertible into or
exchangeable for these shares in the course of hedging positions they assume
with the selling shareholders. The selling shareholders may also sell shares
short and redeliver shares to close out such short positions. In addition, the
selling shareholders may enter into options or other transactions with
broker-dealers or other financial institutions that require the delivery to
these broker-dealers or other financial institutions of the shares of common
stock offered by this prospectus, which these broker-dealers or other financial
institutions may resell pursuant to this prospectus (as amended or supplemented
to reflect such transaction). The selling shareholders also may loan or pledge
shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or
upon a default the broker-dealer may sell the shares so pledged, pursuant to
this prospectus.
We have been advised by the selling shareholders that they have not
made any arrangements with any underwriters or broker-dealers relating to the
distribution of the shares covered by this prospectus. The selling shareholders
may sell their shares directly to purchasers, use broker-dealers to sell their
shares or may sell their shares to broker-dealers acting as principals. If this
happens, then broker-dealers may either receive discounts or commissions
8
from the selling shareholders, or they may receive commissions from purchasers
of shares for whom they acted as agents, or both. This compensation may be in
excess of the compensation customary in the type of transactions involved. If a
broker-dealer purchases shares as a principal, then it may resell the shares for
its own account under this prospectus.
We will pay all registration fees and expenses for the common stock
offered by this prospectus. The selling shareholders and any agent, broker or
dealer that participates in sales of common stock offered by this prospectus may
be deemed "underwriters" under the Securities Act of 1933 and any commissions or
other consideration received by any agent, broker or dealer may be considered
underwriting discounts or commissions under the Securities Act.
We have agreed to indemnify the selling shareholders against certain
liabilities arising under the Securities Act from sales of common stock. Selling
shareholders may agree to indemnify any agent, broker or dealer that
participates in sales of common stock against liabilities arising under the
Securities Act from sales of common stock. Because the selling shareholders may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the selling shareholders will be subject to the prospectus
delivery requirements of the Securities Act. We have informed the selling
shareholders that the anti-manipulation provisions of Regulation M under the
Securities Exchange Act of 1934 may apply to their sales of common stock.
Instead of selling common stock under this prospectus, selling
shareholders may sell common stock in compliance with the provisions of Rule 144
under the Securities Act, if available.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a selling
shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of our common stock through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer. Any such supplement will disclose:
o the name of each such selling shareholder and of the
participating broker-dealer(s);
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable;
o that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus; and
o other facts material to the transaction.
9
LEGAL MATTERS
Charles W. Sprague, Esq., our Executive Vice President, General
Counsel, Chief Administrative Officer and Secretary, will provide an opinion as
to the validity of the issuance of the shares of the common stock offered by
this prospectus. Mr. Sprague beneficially owns 134,698 shares of our common
stock, which number includes vested but unexercised stock options.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Registrant in connection with the sale and distribution of the securities
being registered hereby.
Securities and Exchange Commission registration fee........ $25,466
Accounting fees and expenses............................... 1,100
Legal fees and expenses.................................... 5,000
Miscellaneous.............................................. 434
-------
Total.................................................. $32,000
=======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law,
directors and officers of the Registrant are entitled to mandatory
indemnification from the Registrant against certain liabilities (which may
include liabilities under the Securities Act of 1933) and expenses (i) to the
extent such officers or directors are successful in the defense of a proceeding;
and (ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer breached
or failed to perform his or her duties to the Registrant and such breach or
failure constituted: (a) a willful failure to deal fairly with the Registrant or
its shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of criminal law unless the
director or officer had a reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. Additionally, under the Wisconsin
Business Corporation Law, directors of the Registrant are not subject to
personal liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof, for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined in (a) through (d) above.
The Registrant's By-laws provided for indemnification and advancement
of expenses of officers and directors to the fullest extent provided by the
Wisconsin Business Corporation Law.
The indemnification provided by the Wisconsin Business Corporation Law and the
Registrant's By-laws is not exclusive of any other rights to which a director or
officer of the Registrant may be entitled.
II-1
Item 16. Exhibits.
Exhibit
Number Description
4.1 Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the year ended December
31, 2000 and incorporated herein by reference (File No. 0-14948)).
4.2 By-laws, as amended (filed as Exhibit 3.2 to the Company's Current
Report on Form 8-K dated March 25, 1999 and incorporated herein by
reference (File No. 0-14948)).
4.3 Shareholder Rights Agreement (filed as Exhibit 4 to the Company's
Current Report on Form 8-K dated February 24, 1998 and incorporated
herein by reference (File No. 0-14948)).
4.4 First Amendment to Shareholder Rights Agreement (filed as Exhibit 4.3
to the Company's Registration Statement on Form S-8 dated April 7, 2000
and incorporated herein by reference (Reg. No. 333-34310)).
4.5 Second Amendment to Shareholder Rights Agreement (filed as Exhibit 4.6
to the Company's Annual Report on Form 10-K for the year ended December
31, 2000 (File No. 0-14948)). Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the Company agrees to furnish to the Securities and
Exchange Commission, upon request, any instrument defining the rights
of holders of long-term debt not being registered that is not filed as
an exhibit to this Registration Statement on Form S-3.
5.1 Opinion of Charles W. Sprague, Esq.
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
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement.
II-2
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the registrant pursuant to the provisions set forth or described in
Item 15 of this registration statement, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, 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
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the
Securities Act of 1933, 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.
II-4
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 11th day of
December 2001.
FISERV, INC.
By: /s/ KENNETH R. JENSEN
-------------------------------
Kenneth R. Jensen
Senior Executive Vice President,
Chief Financial Officer, 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:
* President and Chief December 11, 2001
- -------------------------- Executive Officer and Director
(Leslie M. Muma) (Principal Executive Officer)
* Chairman of the Board, Chairman - December 11, 2001
- -------------------------- Information Technology, Inc.
(Donald F. Dillon) and Director
* Senior Executive Vice President, December 11, 2001
- -------------------------- Chief Financial Officer, Treasurer
(Kenneth R. Jensen) and Director (Principal Financial
and Accounting Officer)
* Director December 11, 2001
- --------------------------
(Daniel P. Kearney)
* Director December 11, 2001
- --------------------------
(Gerald J. Levy)
* Director December 11, 2001
- --------------------------
(Glenn M. Renwick)
* Director December 11, 2001
- --------------------------
(L. William Seidman)
* Director December 11, 2001
- --------------------------
(Thekla R. Shackelford)
*By: /s/ KENNETH R. JENSEN
-------------------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
II-5
EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the year ended December
31, 2000 and incorporated herein by reference (File No. 0-14948)).
4.2 By-laws, as amended (filed as Exhibit 3.2 to the Company's Current
Report on Form 8-K dated March 25, 1999 and incorporated herein by
reference (File No. 0-14948)).
4.3 Shareholder Rights Agreement (filed as Exhibit 4 to the Company's
Current Report on Form 8-K dated February 24, 1998 and incorporated
herein by reference (File No. 0-14948)).
4.4 First Amendment to Shareholder Rights Agreement (filed as Exhibit 4.3
to the Company's Registration Statement on Form S-8 dated April 7, 2000
and incorporated herein by reference (Reg. No. 333-34310)).
4.5 Second Amendment to Shareholder Rights Agreement (filed as Exhibit 4.6
to the Company's Annual Report on Form 10-K for the year ended December
31, 2000 (File No. 0-14948)). Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the Company agrees to furnish to the Securities and
Exchange Commission, upon request, any instrument defining the rights
of holders of long-term debt not being registered that is not filed as
an exhibit to this Registration Statement on Form S-3.
5.1 Opinion of Charles W. Sprague, Esq.
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.
II-6