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 (IRS Employer Identification Number)
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 office)
FISERV, INC. EMPLOYEE STOCK
PURCHASE 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, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
BE REGISTERED (1) REGISTERED (2) SHARE (3) PRICE (3) FEE
- ------------- ----------- ------ ------ ---
Common Stock, 800,000 $30.125 $24,100,000 $6,699.80
$.01 par value shares
- -------------- ----------- ---------- ----------- ---------
(1) Pursuant to Instruction F of Form S-8 and Rule 416(c), there are hereby
registered an indeterminate amount of interests in the Employee Stock
Purchase Plan. Pursuant to Rule 457(h)(2), no separate fee is required with
respect to the interests in the Employee Stock Purchase Plan.
(2) The number of shares of Common Stock to be registered may be adjusted in
accordance with the provisions of the Plan in the event that, during the
period the Plan is in effect, the number of shares of Common Stock are
increased or decreased or changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company through
reorganization, merger or consolidation, recapitalization, stock split,
split-up, combination, exchange of shares, declaration of any Common Stock
dividends or similar events without receipt of consideration by the
Company. Accordingly, this Registration Statement covers, in addition to
the number of shares of Common Stock stated above, an indeterminate number
of shares which by reason of any such events may be issued in accordance
with the provisions of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 and based upon the
average of the high and low sales prices for the Common Shares as reported
on the Nasdaq National Market System on October 25, 1999.
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fiserv, Inc. ("Fiserv" or the "Company") and the Fiserv, Inc. Employee
Stock Purchase Plan (the "Plan") hereby incorporate by reference in this
Registration Statement the following documents that have been filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above; and
(c) The description of the Company's common stock contained in the
Company's registration statement filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating that description.
All documents subsequently filed by the Company and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or
which deregisters all securities then 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the securities registered under
this Registration Statement will be passed upon by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 80,090 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
other cases, the Wisconsin statute provides that the 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. 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
The following exhibits are filed with this registration statement:
Exhibit
NUMBER DESCRIPTION
- ------ -----------
4.1 Fiserv, Inc. Employee Stock Purchase Plan
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 PricewaterhouseCoopers LLP, Independent Auditors
23.3 Consent of Charles W. Sprague, Esq. is contained in his
opinion filed as Exhibit 5.1 to this Registration Statement
24 Powers of Attorney of Leslie M. Muma, Donald F. Dillon,
George D. Dalton, Thomas P. Gerrity, L. William Seidman,
Gerald J. Levy and Thekla R. Shackelford.
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. 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% 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)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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 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) 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 (the "Act") 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
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 Act 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 October 25, 1999.
FISERV, INC.
BY: /S/KENNETH R. JENSEN
-----------------------------
Kenneth R. Jensen
Senior Executive Vice
President 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:
* Vice Chairman, Chief Executive Officer, October 25, 1999
- ------------------------ President and Director
(Leslie M. Muma) (Principal Executive Officer)
/S/KENNETH R. JENSEN Senior Executive Vice President, October 25, 1999
- ------------------------ Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman and Director October 25, 1999
- ------------------------
(Donald F. Dillon)
* Chairman of the Board and Director October 25, 1999
- ------------------------
(George D. Dalton)
* Director October 25, 1999
- ------------------------
(Thomas P. Gerrity)
* Director October 25, 1999
- ------------------------
(Gerald J. Levy)
* Director October 25, 1999
- ------------------------
(L. William Seidman)
* Director October 25, 1999
- ------------------------
(Thekla R. Shackelford)
*BY: /S/KENNETH R. JENSEN
- -----------------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
THE PLAN. Pursuant to the Securities Act of 1933, the Fiserv, Inc. Employee
Stock Purchase Plan Committee, which administers the Plan, has duly caused this
registration statement to be signed on behalf of the Plan, thereunto duly
authorized in the City of Brookfield, State of Wisconsin, on October 25, 1999.
FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN COMMITTEE
BY: /S/JACK P. BUCALO
-----------------
Name: Jack P. Bucalo
Title: Member of the Fiserv, Inc. Employee Stock
Purchase Plan Committee
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
------ -----------
4.1 Fiserv, Inc. Employee Stock Purchase Plan
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 PricewaterhouseCoopers LLP, Independent Auditors
23.3 Consent of Charles W. Sprague, Esq. is contained in his
opinion filed as Exhibit 5.1 to this Registration Statement
24 Powers of Attorney of Leslie M. Muma, Donald F. Dillon,
George D. Dalton, Thomas P. Gerrity, L. William Seidman,
Gerald J. Levy and Thekla R. Shackelford.