Filed Pursuant To Rule 424(b)(3)
PROSPECTUS
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FISERV, INC.
249,037 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
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This Prospectus relates to shares (the "Shares") of Common Stock,
$0.01 par value (the "Common Stock"), of Fiserv, Inc., a Wisconsin corporation
("Fiserv" or the "Company"), held by and to be offered and sold from time to
time by the holders (each a "Selling Stockholder") that were issued in
connection with the acquisition of Hanifen, Imhoff Holdings, Inc. by Fiserv.
Each of the Selling Stockholders is an affiliate of Hanifen, Imhoff Holdings,
Inc. The Shares may be offered for sale by each Selling Stockholder from time
to time in varying amounts and at prices and on terms to be determined at the
time of a sale or sales, as set forth under Plan of Distribution. The Company
has been advised that the Shares may be sold through underwriters or dealers,
through brokers or other agents, or directly to one or more purchasers, at
market prices prevailing at the time of sale or at prices otherwise negotiated.
To the extent required, the number of Shares to be sold, the purchase price, the
name of any broker-dealer, and any applicable commissions, discounts or other
items constituting compensation to such broker-dealers with respect to a
particular offering will be set forth in an accompanying Prospectus Supplement.
The aggregate proceeds to the Selling Stockholders from the sale of the Shares
so offered will be the purchase price of the Shares sold less the aggregate
commissions, discounts and other compensation, if any, paid to broker-dealers
and other expenses of the offering and sale of the Shares. See "Plan of
Distribution." The Company knows of no selling arrangement between any
broker-dealer and any Selling Stockholder. The Company will not receive any of
the proceeds from the sale of the Shares but will bear certain of the expenses
thereof. See "Plan of Distribution."
The shares of the Company's Common Stock are traded in the
over-the-counter market on the Nasdaq National Market under the symbol FISV. The
closing price for the Common Stock on December 30, 1997, was $50.125.
The Selling Stockholders and any broker-dealers that participate with
the Selling Stockholders in the distribution of any of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended, and any discount or commission received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under such Act. See "Plan of Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSIONS OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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December 31, 1997
AVAILABLE INFORMATION
Fiserv is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Fiserv with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates and the Regional Offices of the Commission: Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Shares of Fiserv Common Stock are
traded on the NASDAQ National Market ("NASDAQ"). The Commission also maintains
a website on the internet that contains information regarding registrants
(including Fiserv) that file electronically with the Commission at
http://www.sec.gov. Such reports, proxy statements and other information can
also be inspected and copied at the offices of the NASDAQ National Market, 1735
K Street, N.W., Washington, D.C. 20006.
Fiserv has filed with the Commission the Registration Statement under
the Securities Act on Form S-3 with respect to the Shares. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits thereto, certain parts of which are omitted in accordance with the
rules of the Commission. For further information pertaining to the Shares,
reference is made to the Registration Statement. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete; with respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be qualified in its entirety by such
reference. The Registration Statement and any amendments thereto, including
exhibits filed as part thereof, are available for inspection and copying at the
Commission's offices as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Fiserv (File No.
0-14948) with the Commission pursuant to the Exchange Act are incorporated by
reference in this Prospectus:
(1) Fiserv's Annual Report on Form 10-K for the year ended December 31,
1996, filed with the Commission on February 18, 1997.
(2) Fiserv's Current Report on Form 8-K dated March 3, 1997, filed with
the Commission on March 3, 1997.
(3) Fiserv's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, filed with the Commission on April 22, 1997.
(4) Fiserv's Current Report on Form 8-K dated June 13, 1997, as amended by
Form 8 dated June 25, 1997, filed with the Commission on June 13,
1997, and June 25, 1997, respectively.
(5) Fiserv's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on July 22, 1997.
(6) Fiserv's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997, filed with the Commission on October 21, 1997.
(7) Fiserv's Current Report on Form 8-K dated October 22, 1997, filed with
the Commission on October 24, 1997.
(8) Fiserv's Current Report on Form 8-K dated December 22, 1997, filed
with the Commission on December 22, 1997.
All documents and reports subsequently filed with the Commission by Fiserv
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the Shares
described in this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be 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 or is
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.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE
AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS
IS DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, DIRECTED TO FISERV,
INC., 255 FISERV DRIVE, BROOKFIELD, WISCONSIN 53045 (TELEPHONE NUMBER 414-879-
5000), ATTENTION: CHARLES W. SPRAGUE, SECRETARY.
FISERV, INC.
Fiserv's principal executive offices are located at 255 Fiserv Drive,
Brookfield, Wisconsin 53045, and its telephone number is (414) 879-5000.
The Common Stock being sold under this Prospectus was acquired by
certain affiliates of Hanifen, Imhoff Holdings, Inc. ("Hanifen Holdings") in
connection with the acquisition of Hanifen Holdings by Fiserv on December 31,
1997.
Fiserv will receive no proceeds from the sale of stock under this
Prospectus.
The date of this Prospectus is December 31, 1997.
DESCRIPTION OF FISERV COMMON STOCK
The holders of Fiserv Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders.
Holders of Fiserv Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors of Fiserv out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
Fiserv, holders of Fiserv Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Fiserv Common Stock
have no preemptive rights to subscribe for unissued shares of capital stock of
Fiserv. There are no cumulative voting rights with respect to the Fiserv Common
Stock, with the result that holders of a majority of the Fiserv Common Stock may
elect all Fiserv's directors.
As of November 12, 1997, there were approximately 30,000 holders of
record of Fiserv Common Stock.
Fiserv has appointed Firstar Trust Company, Milwaukee, Wisconsin, as
transfer agent and registrar for the Fiserv Common Stock.
SELLING STOCKHOLDERS
The Selling Stockholders are Gary J. Wilson, John M. French, Donald
Salcito, and Walter F. Imhoff. The Shares were acquired by the Selling
Stockholders pursuant to that certain Agreement and Plan of Merger dated
September 30, 1997, by and among the Company, Fiserv Clearing, Inc., wholly-
owned subsidiary of the Company, and Hanifen Holdings (the "Agreement") pursuant
to which Hanifen Holdings was merged into Fiserv Clearing (the "Merger").
The following table sets forth the number of Shares held by each of
the Selling Stockholders as of the date of this Prospectus:
Name of Selling Stockholder Number of Shares
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Gary J. Wilson 106,433
John M. French 27,085
Donald Salcito 14,928
Walter F. Imhoff 100,591
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249,037
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The Company has agreed to register the resale by the Selling
Stockholders for a period of two years after the effective date of the Merger
(the "Effective Date") with respect to the Shares received by the Selling
Stockholders pursuant to the Merger.
Under the Merger Agreement, the Company and Fiserv Clearing have
agreed that they will not alter the rights of any person who has a right to
indemnification from Hanifen Holdings or Hanifen Imhoff Clearing Corp., a
wholly-owned subsidiary of Hanifen Holdings ("Clearing") pursuant to the
Articles of Incorporation or Bylaws of Hanifen Holdings or Clearing, as
applicable, in effect on the date of the Agreement. In addition, the Company
and Fiserv Clearing agreed to be bound by all determinations made by the Board
of Directors of both Hanifen Holdings and Clearing prior to the closing of the
Merger, subject to the limitations on indemnification set forth in the Articles
of Incorporation and Bylaws of Hanifen Holdings and Clearing. Fiserv Clearing
agreed to assume the obligations of Hanifen Holdings to provide indemnification
to such persons as if such persons were directors of Fiserv Clearing. The
Company and Fiserv Clearing also agreed that, to the extent reasonably possible,
they would obtain coverage for such persons under their directors and officers'
insurance policy or policies. If the scope of indemnity to which such persons
are entitled under the Articles of Incorporation or Bylaws of Hanifen Holdings
and Clearing is more beneficial than the right of indemnification provided by
Fiserv Clearing, the indemnification obligation of Fiserv Clearing will be
expanded to provide such persons with the maximum indemnification rights
provided by the Articles of Incorporation or Bylaws of Hanifen Holdings or
Clearing. The Selling Stockholders have not had any position, office or other
material relationship within the past three years with the Company or any of its
predecessors or affiliates other than as described above.
PLAN OF DISTRIBUTION
All of the Shares offered by this Prospectus are being sold by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of the Shares.
Any or all of the Shares offered hereby by the Selling Stockholders
may be offered and sold to purchasers directly by or on behalf of the Selling
Stockholders from time to time in the over-the-counter market, in privately
negotiated transactions, or otherwise at prices prevailing in such market or as
may be negotiated at the time of the sale. The Shares may also be publicly
offered through underwriters, dealers or agents. In such event the Selling
Stockholders may enter into agreements with respect to any such offering. Such
underwriters, dealers or agents may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters within the meaning of the Securities
Act, and any profit on the sale of the Shares by them and any discounts,
commissions or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriters,
dealers and agents may engage in transactions with, and perform services for,
the Company. At the time a particular offer of Shares is made by the Selling
Stockholders to the extent required, a Prospectus Supplement will be distributed
which will set forth the aggregate number of Shares being offered, and the terms
of the offering, including the public offering price of the Shares, the name or
names of any underwriters, dealer or agents, any underwriting discounts,
commissions and other items constituting compensation from, and the resulting
net proceeds to, the Selling Stockholders, any discounts, commissions or
concessions allowed or reallowed or paid to dealers and, if applicable, the
purchase price to be paid by any underwriter for the Shares purchased from such
Selling Stockholder.
In order to comply with the securities laws of certain states, sales
of Shares offered hereby to the public in such states may be made only through
broker-dealers who are registered or licensed in such states. Sales of Shares
offered hereby must also be made by the Selling Stockholders in compliance with
other applicable state securities laws and regulations.
Certain expenses in connection with the distribution of the Shares,
including registration and filing fees, printing expenses, fees and
disbursements of the Company's counsel and fees and expenses of any accountants,
will be borne by the Company. The Selling Stockholders will pay any brokerage
discounts, commissions or fees, any fees and disbursements of its counsel and
any other expenses attributable to the distribution of the Shares.
LEGAL MATTERS
The legality of the issuance of the Fiserv Common Stock being offered
hereby has been passed upon by Charles W. Sprague, General Counsel of Fiserv.
Mr. Sprague beneficially owns 27,461 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
EXPERTS
The consolidated financial statements of Fiserv, Inc. and
subsidiaries, except BHC Financial, Inc. and subsidiaries, as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996, incorporated in this Prospectus by reference from Fiserv, Inc.'s Current
Report on Form 8-K dated October 22, 1997, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference. The financial statements of BHC Financial,
Inc. and subsidiaries (consolidated with those of Fiserv, Inc.) have been
audited by Coopers & Lybrand L.L.P. as stated in their report on Form 10-K dated
February 14, 1997, except for Note 12 of the Consolidated Financial Statements
as to which the date is March 3, 1997. Such financial statements of Fiserv,
Inc. and its consolidated subsidiaries are incorporated by reference, and have
been so incorporated in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY FISERV, INC. ("FISERV"). THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES OFFERED
BY THIS PROSPECTUS BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY DISTRIBUTION OF THE SECURITIES OFFERED HEREBY SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF FISERV SINCE THE DATE HEREOF OR THAT THE INFORMATION SET FORTH OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
TABLE OF CONTENTS
Page
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Available Information Inside Front Cover
Incorporation of Certain Documents by Reference Inside Front Cover
Fiserv, Inc. 1
Description of Common Stock 1
Selling Stockholders 1
Plan of Distribution 2
Legal Matters 3
Experts 3