Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
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
incorporation or organization) Identification No.)
255 FISERV DRIVE, BROOKFIELD, WISCONSIN 53045
(Address of principal executive offices) (Zip code)
Fiserv, Inc.
Stock Option Plan
(Full title of plan)
KENNETH R. JENSEN
Senior Executive Vice President
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
Telephone: (262) 879-5000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2)(3) Price (2)(3) Fee
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Common Stock, 6,000,000 shares $ 34.75 $208,500,000 $55,044.00
$.01 par value including
Preferred Stock Purchase
Rights attached to the shares
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of
Common Stock (and related Preferred Stock Purchase Rights) that may become
issuable as a result of stock splits, stock dividends, or similar
transactions pursuant to the anti-dilution provisions of the Fiserv, Inc.
Stock Option Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for Fiserv, Inc. Common Stock on the Nasdaq
National Market on April 5, 2000.
(3) The value attributed to the Preferred Stock Purchase Rights is reflected in
the market price of the Common Stock to which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus referred
to herein also relates to the Registrant's Registration Statement on Form S-8,
Registration No. 333-04417.
PART I
Information Required in the Section 10(a) Prospectus
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
Information Required in Registration Statement
Item 3. Incorporation of Documents by Reference.
Fiserv, Inc. ("Fiserv" or the "Company") hereby incorporates by reference
in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) All other reports filed by the Company since December 31, 1999
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 3, 1986,
including any amendment or report filed for the purpose of updating
such description.
(d) The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, dated
February 23, 1998, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with options under the Fiserv, Inc. Stock
Option Plan and the Common Stock offered thereunder will be passed upon by
Charles W. Sprague, Esq., Executive Vice President, General Counsel, Chief
Administrative Officer and Secretary of the Company. Mr. Sprague beneficially
owns 84,697 shares of Fiserv Common Stock, which number includes vested but
unexercised stock options.
Item 6. Indemnification of Directors and Officers
In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation. In
proceedings in which the director or officer is not successful in the defense
thereof, the Wisconsin Business Corporation Law provides that a corporation
shall indemnify a director or officer against liability unless the director or
officer breached or failed to perform a duty owed to the corporation and such
breach or failure meets certain specified criteria constituting, in general,
some act of misconduct. The Wisconsin Business Corporation Law specifically
states that it is the policy of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. In addition,
the corporation may reimburse a director or officer for his expenses in
defending against actions as they are incurred upon the director's or officer's
written request accompanied by a written affirmation of his good faith belief
that he has not breached or failed to perform his duties to the corporation and
a written undertaking to repay amounts advanced if it is ultimately determined
that indemnification is not required under the Wisconsin Business Corporation
Law. A court of law may order that the corporation provide indemnification to a
director or officer if the court finds that the director or officer is entitled
thereto under the applicable statutory provision or is fairly and reasonably
entitled thereto in view of all the relevant circumstances, whether or not such
indemnification is required under the applicable statutory provision.
The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.
Provided that it is not determined by or on behalf of the corporation that
the director or officer breached or failed to perform a duty owed to the
corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, a Wisconsin corporation may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or by
a vote of the holders of a majority of its outstanding shares.
The Registrant's By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Law. This provision is not exclusive of any other rights to
indemnification or the advancement of expenses to which a director or officer
may be entitled under any written agreement, resolution of directors, vote of
shareholders, by law or otherwise. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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;
(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)(1)(i) and (a)(1)(ii)
of this section 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 Section 16(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) Incorporating Subsequent Exchange Act Documents by Reference
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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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) Indemnification for Liabilities arising under the Securities Act of
1933
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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.
SIGNATURES
Pursuant to the requirement 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-8 and had 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 April 7, 2000.
Fiserv Inc.
By: /S/ KENNETH R. JENSEN
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Kenneth R. Jensen
Senior Executive Vice
President, CFO and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
* Chairman of the Board, President and April 7, 2000
--- Chief Executive Officer (Principal Executive Officer)
(Leslie M. Muma)
/s/ Kenneth R. Jensen Director, Senior Executive Vice President, April 7, 2000
--- Chief Financial Officer, Treasurer (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman of the Board, Chairman - April 7, 2000
--- Information Technology, Inc.
(Donald F. Dillon)
* Director April 7, 2000
---
(George D. Dalton)
* Director April 7, 2000
---
(Daniel P. Kearney)
* Director April 7, 2000
---
(Gerald J. Levy)
* Director April 7, 2000
---
(L. William Seidman)
* Director April 7, 2000
---
(Thekla R. Shackelford)
*By: /S/ KENNETH R. JENSEN
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(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Fiserv Inc. Stock Option Plan, as amended.
4.2 Rights Agreement, dated as of February 23, 1998, between
Fiserv, Inc. and Firstar Trust Company, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated February 23, 1998
(File No. 0-14948)
4.3 First Amendment to the Rights Agreement, dated December 1,
1999, appointing EquiServe as successor Rights Agent.
5.1 Opinion and consent of Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary
of the Registrant as to the legality of the Common Stock
being Registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Charles W. Sprague, Esq. is contained in his
opinion filed as Exhibit 5.1 to this Registration Statement
24 Powers of Attorney