Filed Pursuant to Rule 424(b)(2)
Reg. No. 333-74910
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 20, 2001, the closing sale price of our common stock was
$43.29 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 December 21, 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 133,198 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